DEF 14A of Ansys Inc, Apr 10, 2024

DEF 14A of Ansys Inc

Filed Apr 10, 2024 · FY20230001104659-24-045818

Open on EDGAR

  1. Board of Directors

    Board of Directors The following table and the description of Board characteristics below provide summary information about the continuing directors and director nominees serving on our Board. Our Board, which currently consists of ten directors, historically was divided into three classes. As approved by the Company’s stockholders at the 2023 annual meeting of stockholders (“2023 Annual Meeting”), the Board has begun to be declassified over a three-year phase-out period. Each director elected by our stockholders at the 2024 Annual Meeting will be elected for a term of one year, expiring at the 2025 annual meeting of stockholders (“2025 Annual Meeting”). Each director elected by our stockholders at the 2025 Annual Meeting will be elected for a term of one year, expiring at the 2026 annual meeting of stockholders (“2026 Annual Meeting”). At the 2026 Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our By-laws, and the classification of our Board will terminate in its entirety.

  2. Board of Directors

    | Name | Age | Director Since | Occupation | Independent | Current Committee Membership | | Nominees for Election to Serve as Directors for a Term Expiring in 2025 | | | | | | | Jim Frankola | 59 | 2021 | Former Chief Financial Officer of Cloudera, Inc. | YES | AC† | | Alec D. Gallimore | 60 | 2017 | Provost and Chief Academic Officer of Duke University | YES | AC | | Ronald W. Hovsepian | 63 | 2012 | Advisor to the Chief Executive Officer of Indigo Ag, Inc. | YES | CC, NCG, SPTC† | | Continuing Directors Whose Terms Expire in 2025 | | | | | | | Claire Bramley | 46 | 2022 | Chief Financial Officer of Teradata Corporation | YES | AC | | Anil Chakravarthy | 56 | 2021 | President, Digital Experience of Adobe Inc. | YES | CC | | Barbara V. Scherer | 68 | 2013 | Former Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics, Inc. | YES | —* | | Ravi Vijayaraghavan | 59 | 2020 | Partner at Bain & Company, Inc. | YES | CC, NCG†, SPTC | | Continuing Directors Whose Terms Expire in 2026 | | | | | | | Robert M. Calderoni | 64 | 2020 | Former Interim President and Chief Executive Officer of Citrix Systems, Inc. | YES | CC†, SPTC | | Glenda M. Dorchak | 69 | 2018 | Former Executive Vice President of Spansion, Inc. | YES | AC, NCG, SPTC | | Ajei S. Gopal | 62 | 2011 | President and Chief Executive Officer of Ansys | NO | — |

  3. Board of Directors

    AC: Audit Committee CC: Compensation Committee NCG: Nominating and Corporate Governance Committee SPTC: Strategic Partnerships and Transactions Committee † Committee Chair

  4. Board of Directors

    | | 2024 Proxy Statement // 3 |

  5. Board Characteristics: Director Nominees and Continuing Directors

    Board Characteristics: Director Nominees and Continuing Directors

  6. Board Characteristics: Director Nominees and Continuing Directors

    | | |

  7. Board Characteristics: Director Nominees and Continuing Directors

    | 4 // 2024 Proxy Statement | |

  8. Directors and Director Nominees for the 2024 Annual Meeting

    Directors and Director Nominees for the 2024 Annual Meeting

  9. Directors and Director Nominees for the 2024 Annual Meeting

    | Name | Age | Director Since | | Nominees for Election to Serve as Directors for a Term Expiring in 2025 | | | | Jim Frankola | 59 | 2021 | | Alec D. Gallimore | 60 | 2017 | | Ronald W. Hovsepian | 63 | 2012 | | Continuing Directors Whose Terms Expire in 2025 | | | | Claire Bramley | 46 | 2022 | | Anil Chakravarthy | 56 | 2021 | | Barbara V. Scherer | 68 | 2013 | | Ravi Vijayaraghavan | 59 | 2020 | | Continuing Directors Whose Terms Expire in 2026 | | | | Robert M. Calderoni | 64 | 2020 | | Glenda M. Dorchak | 69 | 2018 | | Ajei S. Gopal | 62 | 2011 |

  10. Director Diversity

    Director Diversity

  11. Director Diversity

    | Board Diversity Matrix (As of April 10, 2024)* | | | | | | Total Number of Directors | 10 | | | | | | Female | Male | Non-Binary | Did not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 3 | 7 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 3 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 3 | 3 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did not Disclose Demographic Background | — | — | — | — |

  12. Director Diversity

    Based on director nominees’ self-identified diversity characteristics.

  13. Director Diversity

    | 16 // 2024 Proxy Statement | |

  14. Director Nominees

    Director Nominees

  15. Director Nominees

    | Board Committees | | | | | | | | | | | | | | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Strategic Partnerships and Transactions Committee | Committee Chair | Chairman of the Board |

  16. Director Nominees

    | Jim Frankola Independent Age: 59 Director since: 2021 Chair of the Audit Committee | Experience Mr. Frankola served as the Chief Financial Officer of Cloudera, Inc., an enterprise data cloud company (“Cloudera”), from 2012 until 2021, and served as a Strategic Advisor to Cloudera, from 2021 until 2023. From 2010 to 2012, Mr. Frankola served as Chief Financial Officer of Yodlee, Inc., a data aggregation and data analytics platform company (“Yodlee”). Prior to Yodlee, Mr. Frankola served as Chief Financial Officer of Ariba. Mr. Frankola has held various senior positions in financial and business management at several companies, including IBM and Avery Dennison. Mr. Frankola previously served on the Board of Directors of ActivIDentity Corporation, a credentials management and authentication company. Qualifications Mr. Frankola’s qualifications to serve on, and make contributions to, the Board include his extensive background in finance, business transformations, mergers and acquisitions and business development. Other Public Directorships Mr. Frankola served as a member of the Board of Directors of Cvent Holding Corp, a market-leading meetings, events and hospitality technology provider (2021-2023). | | | | Board Committees: | |

  17. Director Nominees

    | | 2024 Proxy Statement // 17 |

  18. Director Nominees

    | Alec D. Gallimore Independent Age: 60 Director since: 2017 | Experience Dr. Gallimore has been the Provost and Chief Academic Officer of Duke University since 2023. Previously, Dr. Gallimore was the Robert J. Vlasic Dean of Engineering, from 2016 until 2023 and the Richard F. and Eleanor A. Towner Professor of Engineering , from 2015 until 2023, at the University of Michigan. Dr. Gallimore has served on several NASA and US Department of Defense boards and studies, including as a member of the United States Air Force Scientific Advisory Board. He is currently on the Board of Trustees of The Institute for Defense Analyses. He is a fellow of the American Institute of Astronautics and Aeronautics and was elected into the National Academy of Engineering in 2019. Dr. Gallimore’s primary research interests include electric propulsion, plasma diagnostics and space plasma simulation. He has extensive design and testing experience with a number of electric propulsion devices. Dr. Gallimore has served on the Board of Directors of Bechtel Corporation since 2021. Qualifications Dr. Gallimore’s qualifications to serve on, and make contributions to, the Board include his extensive background in engineering, research and the use of simulation to create innovative products as well as his leadership of a major academic institution. Other Public Directorships Dr. Gallimore served on the Board of Directors of PagerDuty, Inc., a cloud computing company (2020-2023). | | | | Board Committees: | |

  19. Director Nominees

    | 18 // 2024 Proxy Statement | |

  20. Director Nominees

    | Ronald W. Hovsepian Independent Age: 63 Director since: 2012 Chairman of the Board Chair of Strategic Partnerships and Transactions Committee | Experience Mr. Hovsepian has been the Chairman of the Board since May 2019. He previously served as the Lead Independent Director of the Board from 2014 through 2019 and as the non-executive Chairman from 2014 until 2016. Mr. Hovsepian has served as an Advisor to the Chief Executive Officer of Indigo Ag, Inc., an agricultural technology company, since 2024. He previously served as President and CEO of Indigo Ag, Inc. from 2020 to 2024. He has also served as an Executive Partner at Flagship Pioneering, a venture capital firm focused on healthcare, since 2018. Previously, in 2017, Mr. Hovsepian served as Chief Executive Officer of Synchronoss Technologies, Inc., a telecommunications software and services company. Mr. Hovsepian served as President and Chief Executive Officer of Intralinks Holdings, Inc., a global provider of services and software, from 2011 to 2017. Mr. Hovsepian joined Novell, Inc., a software company (“Novell”), in 2003 and served as its Chief Executive Officer, from 2005 to 2011. Prior to Novell, from 2000 to 2003, Mr. Hovsepian worked in the venture capital industry. He started his career at IBM and served in several executive positions over approximately 16 years He currently serves on the Board of Directors of two private companies, Valo Health, Inc. and ECi Software Solutions. Qualifications Mr. Hovsepian’s qualifications to serve on, and make contributions to, the Board include his extensive experience in the technology and software industries as a Chief Executive Officer, senior manager, and venture capital investor and his expertise in sales, marketing, and product development. Additionally, Mr. Hovsepian has previously served as a board chairman and as a board member of both public and private companies across a range of industries. Other Public Directorships Mr. Hovsepian currently serves on the Board of Directors of Skillsoft Corp., an educational technology company (2018-present). Previously, Mr. Hovsepian served on the Board of Directors of Pegasystems Inc., a cloud software company (2019-2021) and ANN Inc., a woman’s clothing retailer (1998-2015), where he also served as the non-executive chairman (2005-2015). | | | | Board Committees: | |

  21. Director Nominees

    | | 2024 Proxy Statement // 19 |

  22. Continuing Directors Following the 2024 Annual Meeting

    Continuing Directors Following the 2024 Annual Meeting

  23. Continuing Directors Following the 2024 Annual Meeting

    | Claire Bramley Independent Age: 46 Director since: 2022 | Experience Ms. Bramley has served as Chief Financial Officer of Teradata Corporation (“Teradata”), a connected multi-cloud data platform for enterprise analytics company, since 2021. As a member of Teradata’s Executive Leadership Team, Ms. Bramley leads the finance, information technology, analytics and security, enterprise risk, operations, investor relations, and corporate development functions. Ms. Bramley also serves as an executive sponsor of Teradata’s environmental, social, and governance program. Prior to joining Teradata, for over ten years, Ms. Bramley held multiple leadership roles at HP, Inc. (“HP”), a multinational information technology company. At HP, she served as Global Controller from 2019 to 2021, as Head of Finance for the Europe, Middle East and Africa region from 2015 to 2018, in which position she also led the finance Mergers, Acquisition and Divestitures Organization that supported all mergers and acquisition activity across HP, and as Vice President, Corporate Financial Planning and Analysis from 2013 to 2015. Prior to HP, from 2005 to 2007, Ms. Bramley was Head of Financial Planning and Analysis at SSP Group Plc., a multinational contract foodservice company. Qualifications Ms. Bramley’s qualifications to serve on, and make contributions to, the Board include her extensive experience in leading large-scale fiscal and operational disciplines, driving financial and strategic planning, and managing complex mergers and acquisitions. In addition, she brings financial expertise to the Board as she has served in many leadership roles within a finance and accounting function, including as a current public company CFO, and previously in corporate controller and financial planning and analysis roles. Other Public Directorships None | | | | Board Committees: | |

  24. Continuing Directors Following the 2024 Annual Meeting

    | 20 // 2024 Proxy Statement | |

  25. Continuing Directors Following the 2024 Annual Meeting

    | Robert M. Calderoni Independent Age: 64 Director since: 2020 Chair of Compensation Committee | Experience Mr. Calderoni served as interim Chief Executive Officer and President of Citrix Systems, Inc., a multinational software company (“Citrix”), from 2021 to 2022, and also previously served in this position from 2015 to 2016. Mr. Calderoni also served as the Chairman of the Board of Directors of Citrix from 2019 to 2022 and previously served as Executive Chairman from 2015 to 2018. Prior to Citrix, Mr. Calderoni served as Chief Executive Officer of Ariba, Inc., a software and information technology services company (“Ariba”) from 2001 until it was acquired by SAP AG, a publicly-traded software and IT services company, in 2012, and then continued as Chief Executive Officer of Ariba following the acquisition until 2014. Mr. Calderoni also served as a member of the global managing board at SAP AG between 2012 and 2014 and as President of SAP Cloud from 2013 to 2014. Prior to Ariba, Mr. Calderoni held senior finance roles at Apple Inc. and International Business Machines Corporation (“IBM”) and served as Chief Financial Officer of Avery Dennison Corporation (“Avery Dennison”). Qualifications Mr. Calderoni’s qualifications to serve on, and make contributions to, the Board include his executive tenure at software and technology companies in Chief Executive Officer roles as well as his extensive experience as a Board member. Mr. Calderoni has led and scaled several high growth software companies and led their transition to the cloud. Other Public Directorships Mr. Calderoni currently serves as the Chairman (since 2022) and a member of the Board of Directors of KLA Corporation, a capital equipment company (2007-present). He previously served as the Chairman (2015-2022) and a member of the Board of Directors of Citrix (2014-2022). He also previously served as a member of the Board of Directors of LogMeIn, Inc., a software company (2017-2020) and Juniper Networks, Inc., a network cybersecurity company (2003-2019). | | | | Board Committees: | |

  26. Continuing Directors Following the 2024 Annual Meeting

    | | 2024 Proxy Statement // 21 |

  27. Continuing Directors Following the 2024 Annual Meeting

    | Anil Chakravarthy Independent Age: 56 Director since: 2021 | Experience Dr. Chakravarthy has served as President, Digital Experience at Adobe Inc. (“Adobe”), a software company, since 2022. He previously served as Executive Vice President and General Manager, Digital Experience at Adobe from 2020 to 2022. Prior to joining Adobe, he served at Informatica LLC (“Informatica”), a software company, as Chief Executive Officer from 2015 to 2020 and as Executive Vice President and Chief Product Officer from 2013 to 2015. Prior to joining Informatica, for over nine years, Dr. Chakravarthy held multiple leadership roles at Symantec Corporation (n/k/a NortonLifeLock Inc.), a software company, (“Symantec”), most recently serving as its Executive Vice President, Information Security in 2013. Prior to Symantec, he was a Director of Product Management for enterprise security services at VeriSign Inc. Dr. Chakravarthy began his career as a consultant at McKinsey & Company. He also serves on the board of the Silicon Valley Leadership Group. He previously served on the board of USSA Bank, a financial services group of companies, from 2015 to 2020. Qualifications Dr. Chakravarthy’s qualification to serve on, and make contributions to, the Board include his expertise in digital transformation, SaaS, cloud technologies and product innovation, gained over a career spanning more than 25 years. Dr. Chakravarthy has helped companies reimagine business models and digitally transform, including the successful transition to the cloud. Other Public Directorships None | | | | Board Committees: | |

  28. Continuing Directors Following the 2024 Annual Meeting

    | 22 // 2024 Proxy Statement | |

  29. Continuing Directors Following the 2024 Annual Meeting

    | Glenda Dorchak Independent Age: 69 Director since: 2018 | Experience Ms. Dorchak spent over thirty years in operating roles in the technology industry. Most recently, she served as Executive Vice President and General Manager of Global Business for Spansion Inc., a flash memory manufacturer (“Spansion”), from 2012 to 2013. Prior to Spansion, Ms. Dorchak served as Chief Executive Officer of VirtualLogix, Inc. from 2009 to 2010, when it was acquired by Red Bend Software, and as Chief Executive Officer of Intrinsyc Software from 2006 to 2008. She also served in various roles at Intel Corporation (“Intel”) from 2001 to 2006, including as Vice President and COO Intel Communications Group, Vice President and General Manager Intel Broadband Products Group, and Vice President and General Manager Intel Consumer Electronics Group. Before Intel, Ms. Dorchak served as Chairman and CEO at Value America, an e-retailer. Before Value America, Ms. Dorchak served in various roles, including General Manger PC Direct, at IBM. Qualifications Ms. Dorchak’s qualifications to serve on, and make contributions to, the Board include her experience as a technology industry veteran with deep leadership and operating expertise running hardware and software businesses in the computing and communications technology sectors. Other Public Directorships Ms. Dorchak currently serves as a member of the Board of Directors of Wolfspeed, Inc., previously named CREE, Inc., a provider of silicon carbide materials and semiconductor products (2020-present) and GLOBALFOUNDRIES Inc., a semiconductor contract manufacturing and design company (2019- present). She previously served as a member of the Board of Directors of Viavi Solutions Inc., a provider of network test, monitoring and assurance solutions (2019-2021), Mellanox Technologies, Ltd., a multinational supplier of computer networking products (2009-2020), Energy Focus Inc., a developer of energy-efficient LED lighting systems and controls (2015-2019), and Quantenna Communications, a communication device company (2018-2019). | | | | Board Committees: | |

  30. Continuing Directors Following the 2024 Annual Meeting

    | | 2024 Proxy Statement // 23 |

  31. Continuing Directors Following the 2024 Annual Meeting

    | Ajei S. Gopal Not Independent Age: 62 Director since: 2011 President and Chief Executive Officer of Ansys | Experience Dr. Gopal has served as our President and Chief Executive Officer since 2017. In 2016, he served as our President and Chief Operating Officer. Dr. Gopal was appointed an independent director of the Board in 2011 and served in that capacity until his employment by the Company in 2016. From 2013 to 2016, Dr. Gopal was an operating partner at Silver Lake, a leading private equity technology investor. His employment at Silver Lake included a secondment as interim President and Chief Operating Officer at Symantec in 2016. From 2011 until 2013, he was Senior Vice President at Hewlett Packard Enterprise Company. Dr. Gopal was Executive Vice President at CA Technologies from 2006 until 2011. From 2004 to 2006, he worked at Symantec, where he served as Executive Vice President and Chief Technology Officer. Earlier, Dr. Gopal served as Chief Executive Officer and a member of the Board of Directors of ReefEdge Networks, a company he co-founded in 2000. He worked at IBM from 1991 to 2000, initially at IBM Research and later in IBM’s Software Group. Qualifications Dr. Gopal’s qualifications to serve on, and make contributions to, the Board include his position as our President and Chief Executive Officer and background in both technology and senior management of large software and technology companies, as well as his experience in global operations and business development. Other Public Directorships Dr. Gopal currently serves as a member of the Board of Directors of Fiserv, Inc. (since 2024). Dr. Gopal previously served as a member of the Board of Directors of Citrix (2017-2021). |

  32. Continuing Directors Following the 2024 Annual Meeting

    | Barbara V. Scherer Independent Age: 68 Director since: 2013 | Experience Ms. Scherer served as Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics, Inc. (“Plantronics”), an audio communications equipment manufacturer from 1998 until her retirement in 2012, and as Vice President, Finance and Administration and Chief Financial Officer from 1997 to 1998. Prior to Plantronics, Ms. Scherer held various executive management positions spanning 11 years in the disk drive industry, was an associate with The Boston Consulting Group, and was a member of the corporate finance team at ARCO in Los Angeles. Qualifications Ms. Scherer’s qualifications to serve on, and make contributions to, the Board include her practical and strategic insight into complex financial reporting and management issues and significant operational expertise, gained over a career spanning more than 30 years, including 25 years in senior financial leadership roles in the technology industry. Other Public Directorships Ms. Scherer currently serves as a member of the Board of Directors of Netgear, Inc., a multinational computer networking company (2011-present), and Ultra Clean Holdings, Inc., a developer and supplier of equipment for the semiconductor industry (2015-present). Prior to her retirement, Ms. Scherer served as a director of Keithley Instruments, a publicly traded test and measurement company, from 2004 to 2010. | | | Board Committees: None |

  33. Continuing Directors Following the 2024 Annual Meeting

    | 24 // 2024 Proxy Statement | |

  34. Continuing Directors Following the 2024 Annual Meeting

    | Ravi Vijayaraghavan Independent Age: 59 Director since: 2020 Chair of Nominating and Corproate Governance Committee | Experience Mr. Vijayaraghavan has been a senior partner at Bain & Company, Inc. (“Bain”), a leading management consulting firm, since 2001. He has held multiple senior roles with Bain, including his current position as Director and Head of the Asia-Pacific Technology Practice since 2019. From 2015 to 2020 Mr. Vijayaraghavan served on Bain’s Global Partner Compensation and Promotion Committee. Mr. Vijayaraghavan started his career with Bain in 1995 and is an expert and leader in Bain’s Mergers & Acquisitions and Private Equity practices. He has successfully led global client relationships in technology and telecommunications, and the establishment of Bain’s Asia-Pacific technology practice. His experience spans a broad range of technology markets (including software, hardware, semiconductors, and services) as well as mobile and fixed telecommunications operations across geographies in North America, Europe and Asia. He previously served as a member of the board of overseers for WGBH, a Boston based public broadcaster, and as a member of the board of the Singapore Land Authority. Qualifications Mr. Vijayaraghavan’s qualifications to serve on, and make contributions to, the Board include his expertise in setting and executing on corporate strategic agendas to drive sustained organic and M&A-led growth at technology and telecommunications companies. Other Public Directorships None. | | | | Board Committees: | |

  35. Continuing Directors Following the 2024 Annual Meeting

    | | 2024 Proxy Statement // 25 |

  36. Non-Employee Director Compensation

    Non-Employee Director Compensation Our non-employee director compensation program is designed to attract, retain and reward qualified directors and align the financial interests of the non-employee directors with those of our stockholders. Pursuant to this program, each non-employee director will receive the cash and equity compensation described below for Board service. We also reimburse our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting as directors with other Company business, such as meeting with investors and potential officer and director candidates, as well as continuing director education. Non-employee director compensation, including cash retainers for Board and committee service and equity grants, is reviewed annually by the Compensation Committee and the Board. Our independent executive compensation consulting firm, Compensia, supports the Compensation Committee by providing detailed benchmarks of non-employee director compensation at peer companies, information about historical non-employee director compensation at the Company, and guidance regarding market trends and policies of proxy advisory firms, among other information. Non-employee director compensation is subject to the approval of the Board, upon the recommendation of the Compensation Committee.

  37. Director Compensation Table Fiscal Year 2023

    Director Compensation Table Fiscal Year 2023

  38. Director Compensation Table Fiscal Year 2023

    | Name1 | Fees Earned or Paid in Cash ($)2 | Stock Awards ($)3,4 | Total ($) | | Claire Bramley | $115,000 | $287,673 | $402,673 | | Robert M. Calderoni | $140,000 | $287,673 | $427,673 | | Anil Chakravarthy | $115,000 | $287,673 | $402,673 | | Glenda Dorchak | $125,000 | $287,673 | $412,673 | | Jim Frankola | $140,000 | $287,673 | $427,673 | | Alec D. Gallimore | $115,000 | $287,673 | $402,673 | | Ronald W. Hovsepian | $235,000 | $287,673 | $522,673 | | Barbara V. Scherer | $115,000 | $287,673 | $402,673 | | Ravi Vijayaraghavan | $140,000 | $287,673 | $427,673 |

  39. Director Compensation Table Fiscal Year 2023

    1 Dr. Gopal has been omitted from this table because he receives no compensation for serving on our Board. Dr. Gopal’s compensation as President and CEO for fiscal 2023 is detailed in the “Fiscal 2023 Compensation Tables” section of this proxy statement. 2 Does not include an additional one-time cash fee for non-employee directors of $35,000 approved by the Board in February 2024 in consideration of the additional board oversight related to the proposed transaction with Synopsys. 3 The values set forth in this column are based on the aggregate grant date fair values of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”). The grant date fair values of the RSU awards are computed based upon the closing price per share of our common stock on the date of grant. These amounts reflect fair values of these awards on the grant dates, and do not correspond to the actual value that may be realized by the non-employee directors. All directors listed in the table received an equity award of 967 RSUs on May 12, 2023.

  40. Director Compensation Table Fiscal Year 2023

    | | 2024 Proxy Statement // 35 |

  41. Executive Compensation Best Practices

    | What We Do | | What We Don’t Do | | | | Performance-based cash and equity incentives | | No “single trigger” change in control payments and benefits | | | Significant portion of executive compensation based on Company performance | | No post-termination retirement or pension-type non-cash benefits or perquisites for our executive officers that are not available to our employees generally | | | Nasdaq-compliant clawback policy for certain performance-based compensation | | No tax gross-ups for change in control payments and benefits | | | Stock ownership guidelines for directors and senior management | | No repricing or replacing of underwater options without stockholder approval | | | Caps on performance-based cash and equity incentive compensation | | No hedging or pledging of Company securities by directors, officers and employees | | | 100% independent directors on the Compensation Committee | | No current dividends paid on unvested equity awards | | | Independent compensation consultant engaged by the Compensation Committee | | No excessive risk-taking with compensation incentives | | | Annual review and approval of our compensation strategy | | | | | Limited perquisites | | |

  42. Our 2023 Executive Compensation Program

    | Equity | Performance-Based Restricted Stock Units (PSUs) | • Total stockholder return (TSR) PSUs: Objective performance measure based on TSR relative to the Nasdaq Composite Index over a three-year cumulative performance period • Generally vest at the end of the three-year cumulative performance period, contingent upon continued employment through the end of such period • Operating Metric PSUs: Objective performance measure based on adjusted ACV and adjusted unlevered operating cash flow measured over three consecutive one-year performance periods • Generally vest at the end of the third one-year performance period, contingent upon continued employment through the end of such period | | | Time-Based Restricted Stock Units (RSUs) | • Generally vest over a three-year period while employed | | Cash | Base Salary | • Generally eligible for increases annually | | | Performance Bonus | • Target performance bonus ranges from 75% to 150% of a named executive officer’s base salary • May earn 0% to 200% of target bonus based on performance metrics of GAAP revenue and non-GAAP operating income (plus individual performance, in the case of certain named executive officers) • Cash bonuses paid annually, if earned |

  43. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to retain the services and obtain the advice of external

  44. Role of Compensation Consultant

    | 44 // 2024 Proxy Statement | |

  45. Role of Compensation Consultant

    advisors, including compensation consultants, legal counsel and other advisors to assist in the evaluation of executive officer compensation. The Compensation Committee periodically reviews its independent executive compensation consulting firm, and also assesses and verifies annually the independence of any firm used to provide such support. The Compensation Committee directly engaged Compensia to conduct an executive compensation market analysis and review of our short-term cash and long-term equity incentive practices to confirm they align with market practices. Compensia reviewed and advised on all principal aspects of our 2023 executive compensation program, including: • Assisting in developing a peer group of publicly traded companies to be used to help assess the competitiveness of executive compensation; • Assisting in confirming a competitive compensation framework; • Meeting regularly with the Compensation Committee to review all elements of executive compensation, including the competitiveness of our executive compensation program; • Assisting in reviewing director compensation, including the competitiveness of our director compensation program; • Assisting in the competitive assessment of the short- term cash and long-term equity incentive plans designs; • Assisting in the risk assessment of our compensation program; • Assisting with the pay versus performance analysis; and • Assisting in reviewing executive severance and change in control arrangements in connection with the Company’s review and modernization of its executive severance program, as further described in this proxy statement. Outside of its services to the Compensation Committee, Compensia provides no other services to us. The Compensation Committee evaluated the independence of Compensia and determined that it is independent. The Compensation Committee also determined that Compensia’s work for the Company in 2023 did not raise any conflicts of interest.

  46. Peer Group Considerations

    Peer Group Considerations Our peer group of companies used for compensation benchmarking purposes was recommended by Compensia. In July 2022, Compensia conducted a formal review of our peer group for 2023. Based on the analysis, Citrix Systems and Nuance Communication, both of which were in our 2022 peer group, were acquired and no longer met the peer group selection criteria discussed below. Compensia identified one additional company (TheTrade Desk, Inc.) that met the criteria outlined below. Peer company selection criteria include: • U.S.-based, publicly traded companies in the software industry, with a focus on companies that develop engineering simulation and other highly technical and innovative software products; Comparable revenue size (0.5x to 2.5x our revenue); and

  47. Peer Group Considerations

    | | 2024 Proxy Statement // 45 |

  48. Peer Group Considerations

    Comparable market capitalization (0.3x to 3.0x our market capitalization). Following the application of this selection criteria, the list of companies was refined based on organic revenue growth, profitability, peers identified by ISS and companies naming Ansys as a peer. The peer group used to assess the competitiveness of our 2023 compensation (compared to 2022 target compensation) consisted of the following companies:

  49. Peer Group Considerations

    | 2023 Peer Group | | | Akamai Technologies, Inc. | Synopsys, Inc. | | Autodesk, Inc. | The Trade Desk, Inc. | | Cadence Design Systems, Inc. | Twilio Inc. | | DocuSign, Inc. | Tyler Technologies, Inc. | | HubSpot, Inc. | Veeva Systems, Inc. | | Paycom Software, Inc. | Verisign, Inc. | | PTC Inc. | VMware, Inc. | | ServiceNow, Inc. | Workday, Inc. | | Splunk Inc. | |

  50. Peer Group Considerations

    We ranked at the 38th percentile on revenue, 54th percentile on 30-day average market cap, 12th percentile on number of employees and 93rd percentile on operating margin within this group when Compensia conducted the analysis.

  51. 2023 Base Salaries

    | Named Executive Officer | 2023 Base Salary | % Increase from 2022 | % of Peer Group Median | | Ajei S. Gopal | $850,000 | —% | 100% | | Nicole Anasenes | $469,872 | 3% | 81% | | Shane Emswiler | $403,454 | 3% | 75% | | Walt Hearn | $385,000 | 10% | 73% | | Janet Lee | $386,250 | 3% | 72% |

  52. Performance-Based Cash Bonuses

    Performance-Based Cash Bonuses A key compensation objective is to have a significant portion of each named executive officer’s compensation

  53. Performance-Based Cash Bonuses

    | | 2024 Proxy Statement // 47 |

  54. Performance-Based Cash Bonuses

    tied to our performance. In support of this objective and to incentivize progress on our strategic and financial priorities, we generally provide annual performance-based cash bonuses for our named executive officers that reflect achievement of corporate objectives established at the beginning of the calendar year (plus, in certain cases, individual performance). Executives are assigned a target bonus opportunity each year, and actual bonus awards are calculated based on our achieved financial results at the end of the fiscal year. At the beginning of 2023, after considering the input of our President & CEO and its independent compensation consultant, the Compensation Committee approved the Company’s 2023 annual compensation program metrics and cash bonus opportunities for our named executive officers. The Compensation Committee determined that GAAP revenue and non-GAAP operating income were the appropriate financial performance metrics to measure the Company’s short-term performance based on their alignment with our long-term growth drivers. The weightings of GAAP revenue and non-GAAP operating income to determine the overall performance-based annual cash bonus are set forth in the tables below. Although in previous years the Compensation Committee used individual performance measures as part of the basis for the annual performance-based cash bonus for our senior-most officers, the Compensation Committee removed this component in 2023. The individual performance measures remained in effect for Mr. Hearn and Ms. Lee through the first quarter of 2023 until both of their individual promotions on April 1, 2023.

  55. Performance-Based Cash Bonuses

    | 2023 Annual Incentive Plan: Metric Weighting | | | | | GAAP Revenue | Non-GAAP Operating Income | | CEO | 50.0% | 50.0% | | Other Named Executive Officers | 50.0%* | 50.0%* |

  56. Performance-Based Cash Bonuses

    * Mr. Hearn and Ms. Lee’s weighted metric for GAAP Revenue and Non-GAAP Operating Income is 46.8%, as seen in the table below, due to their promotion on April 1, 2023.

  57. Performance-Based Cash Bonuses

    | 2023 Annual Incentive Plan: Financial Metric | | | | | GAAP Revenue Performance ($ in millions) | | | | | Achievement Level | Amount | +/-Target | Payout as % of Target | | Maximum | $2,208.0 | 103% | 200% | | Target | $2,148.0 | 100% | 100% | | Threshold | $2,088.0 | 97% | 50% |

  58. Performance-Based Cash Bonuses

    | Non-GAAP Operating Income Performance ($ in millions) | | | | | Achievement Level | Amount | +/-Target | Payout as % of Target | | Maximum | $936.0 | 104% | 200% | | Target | $896.0 | 100% | 100% | | Threshold | $856.0 | 96% | 50% |

  59. Performance-Based Cash Bonuses

    Payouts as a percentage of target are subject to straight line interpolation to the extent that the performance metrics are achieved between the percentage levels outlined in the tables above. For the purpose of calculating performance results in the framework of our compensation program, GAAP revenue is adjusted to reflect results at planned foreign currency exchange rates. Non-GAAP operating income is calculated in accordance with GAAP for the year ended December 31, 2023 and then adjusted to (i) exclude stock-based compensation expense and excess payroll taxes related to stock-based awards, (ii) exclude amortization expense associated with intangible assets acquired in business combinations and (iii) exclude expenses related to business combinations. For the purpose of calculating performance for compensation, non-GAAP operating income is further adjusted to reflect results at planned foreign currency exchange rates.** ** For additional information on adjusted GAAP revenue and adjusted non-GAAP operating income please see Annex A: Non-GAAP Reconciliations.

  60. Performance-Based Cash Bonuses

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  61. 2023 Target Performance-Based Cash Bonus Opportunities

    2023 Target Performance-Based Cash Bonus Opportunities The target annual cash bonus opportunities for our named executive officers are expressed as a percentage of their respective base salaries. The table below shows the target bonus amount for each named executive officer as a percentage of base salary and as a corresponding cash amount:

  62. 2023 Target Performance-Based Cash Bonus Opportunities

    | Named Executive Officer | 2023 Target Bonus as % of Salary | 2023 Target Cash Bonus Opportunity* | Total Target Cash Compensation Compared to Peer Median | | Ajei S. Gopal | 150% | $1,275,000 | 106% | | Nicole Anasenes | 75% | $349,874 | 77% | | Shane Emswiler | 75% | $300,417 | 65% | | Walt Hearn | 75% | $282,277 | 64% | | Janet Lee | 75% | $287,607 | 82% |

  63. 2023 Target Performance-Based Cash Bonus Opportunities

    * Amounts shown relate to base earnings for 2023 as shown in the Salary column of the 2023 Summary Compensation Table.

  64. 2023 Actual Performance-Based Cash Bonus Payments

    2023 Actual Performance-Based Cash Bonus Payments We achieved the following results as it relates to the 2023 Performance-Based Cash Bonus metrics:

  65. 2023 Actual Performance-Based Cash Bonus Payments

    | 2023 Executive Incentive Plan: Metrics | | | | GAAP Revenue Performance ($ in millions) | | | | Target Amount | Achievement Amount | +/- Target | | $2,148.0 | $2,201.8 | 102.5% |

  66. 2023 Actual Performance-Based Cash Bonus Payments

    | Non-GAAP Operating Income Performance ($ in millions) | | | | Target Amount | Achievement Amount | +/- Target | | $896.0 | $930.9 | 103.9% |

  67. 2023 Actual Performance-Based Cash Bonus Payments

    The calculations used to determine the initial formulaic achievement of 2023 Performance Based Cash Bonus amounts earned by each named executive officer are shown in the following table:

  68. 2023 Actual Performance-Based Cash Bonus Payments

    | Named Executive Officer | Metric | Weighting | Achievement Level | Payout as % of Target | Weighted Achievement Level | Total Payout as % of Target | | Ajei S. Gopal | GAAP Revenue | 50.0% | 102.5% | 189.6% | 94.8 | 188.4% | | | Non-GAAP Operating Income | 50.0% | 103.9% | 187.3% | 93.6 | | | Nicole Anasenes | GAAP Revenue | 50.0% | 102.5% | 189.6% | 94.8 | 188.4% | | | Non-GAAP Operating Income | 50.0% | 103.9% | 187.3% | 93.6 | | | Shane Emswiler | GAAP Revenue | 50.0% | 102.5% | 189.6% | 94.8 | 188.4% | | | Non-GAAP Operating Income | 50.0% | 103.9% | 187.3% | 93.6 | | | Walt Hearn | GAAP Revenue | 46.8% | 102.5% | 189.6% | 88.7 | 186.6% | | | Non-GAAP Operating Income | 46.8% | 103.9% | 187.3% | 87.7 | | | | Individual* | 6.4% | | 157.8% | 10.2 | | | Janet Lee | GAAP Revenue | 46.8% | 102.5% | 189.6% | 88.7 | 186.5% | | | Non-GAAP Operating Income | 46.8% | 103.9% | 187.3% | 87.7 | | | | Individual* | 6.4% | | 159.3% | 10.1 | |

  69. 2023 Actual Performance-Based Cash Bonus Payments

    Although in previous years the Compensation Committee used individual performance measures as part of the basis for the annual performance-based cash bonus for its senior-most officers, the Compensation Committee removed this component in 2023. The individual performance measures remained in effect for Mr. Hearn and Ms. Lee through the first quarter of 2023 until both of their individual promotions on April 1, 2023. After a review of Mr. Hearn and Ms. Lee’s performance in 2023, the Compensation Committee approved each such named executive officer’s achievement level based on his or her individual performance relative to his or her functional position goals and other performance review factors.

  70. 2023 Actual Performance-Based Cash Bonus Payments

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  71. 2023 Actual Performance-Based Cash Bonus Payments

    As a result of the calculation reflected above (plus individual performance in the case of Mr. Hearn and Ms. Lee) the Compensation Committee awarded cash bonuses in the following amounts:

  72. 2023 Actual Performance-Based Cash Bonus Payments

    | Named Executive Officer | 2023 Cash Bonus Paid | 2023 Cash Bonus Paid as % of Salary* | 2023 Cash Bonus Payout as % of Target* | | Ajei S. Gopal | $2,402,483 | 282.6% | 188.4% | | Nicole Anasenes | $659,267 | 141.3% | 188.4% | | Shane Emswiler | $566,078 | 141.3% | 188.4% | | Walt Hearn | $526,807 | 140.0% | 186.6% | | Janet Lee | $536,492 | 139.9% | 186.5% |

  73. 2023 Actual Performance-Based Cash Bonus Payments

    * Rounded to the nearest tenth percent. Amounts shown relate to base earnings for 2023 as shown in the Salary column of the Summary Compensation Table.

  74. Long-Term Equity Compensation

    Long-Term Equity Compensation Our executive compensation program includes stock-based awards, the value of which depend on our stock performance and other performance measures, which are intended to drive strong long-term performance. The stock-based awards consist of PSUs and time-based RSUs. PSUs align our executive officers’ pay to our financial performance based on specific metrics. The Compensation Committee determined that adjusted ACV, adjusted unlevered operating cash flow, and a metric based on our TSR compared to the return on the Nasdaq Composite Index (the “Index”) were the appropriate metrics to measure longer term company performance for purposes of the 2023 regular-cycle three-year PSUs, as they provided a balance of short-term and long-term growth and profitability to drive long-term stockholder value. RSUs offer value delivery to our executive officers while promoting alignment of their interests with the long-term interests of our stockholders in a manner consistent with the compensation practices of our peer companies. For the reasons described above, we believe that the combination of PSUs and RSUs motivates and helps retain our valued executive officers. The Compensation Committee, in consultation with our CEO (other than with respect to his own compensation), determines the size, mix, material terms and metrics (in the case of PSUs) of equity awards granted to each of our executive officers. The Committee takes into consideration factors such as the scope of the named executive officer’s role and responsibilities, competitive market data provided by Compensia, individual performance and retention risk. Similar to previous years, the Compensation Committee decided to grant equal amounts of regular-cycle PSU (measured at a target award level) and RSU awards for 2023. Each named executive officer received 50% of their long-term equity compensation in the form of RSUs and 50% of their long-term equity compensation in the form of PSUs. 20% of the PSUs are based on a performance metric measured against the Company’s three-year relative TSR (the “TSR PSUs”) and 80% of the PSUs are based on metrics related to the Company’s financial performance (the “Operating Metric PSUs”).

  75. Performance Metrics for Regular-Cycle 2023 PSU Awards

    Performance Metrics for Regular-Cycle 2023 PSU Awards For the 2023 TSR PSUs, similar to previous years, the Compensation Committee will measure our TSR compared to the Index at the end of a three-year cumulative performance period ending December 31, 2025. The TSR calculation will be based upon the return of the 10-trading day average price of the Company and the Index preceding the start of the performance period (January 1, 2023) against the 10-trading day average price at the end of the relevant period (December 31, 2025). The 2023 TSR PSUs will be earned at 100% if our TSR equals the return of the Index at the end of the cumulative three-year performance period. The target award will be reduced by three percentage points for each percentage point by which the return of the Index exceeds our TSR and will be reduced to zero percent if the return of the Index exceeds our TSR by more than twenty-five percentage points. If we have a negative TSR but it is still higher than the Index, a maximum of 100% of the target may be earned. The target award will be increased by four percentage points for each percentage point by which our TSR exceeds the return of the Index, up to a maximum of two hundred percent (200%) of the target award. For purposes of illustration, the performance assessment is as follows:

  76. Performance Metrics for Regular-Cycle 2023 PSU Awards

    | 50 // 2024 Proxy Statement | |

  77. Performance Metrics for Regular-Cycle 2023 PSU Awards

    | Sample Ansys Total Stockholder Return | Sample Performance Measurement Index | Difference between Sample Ansys TSR and Index | 2023 Performance Multiplier | | 40 | 15 | +25 | 200% | | 40 | 30 | +10 | 140% | | 40 | 40 | 0 | 100% | | 40 | 42 | -2 | 94% | | 40 | 56 | -16 | 52% | | 40 | 65 | -25 | 25% | | 40 | 70 | -30 | 0% | | -10 | -20 | +10 | 100% | | -10 | -5 | -5 | 85% |

  78. TSR PAYOUT SLOPE

    TSR PAYOUT SLOPE Please see the “Grants of Plan-Based Awards in Fiscal 2023 Table” for additional information about these equity awards. For the Operating Metric PSUs, three, one-year sub-performance periods are used to measure performance against annual goals that are determined by the Compensation Committee at the beginning of the relevant year. At the end of each sub-performance period, performance against the pre-established goals is measured and certified. Earned shares for each one-year sub-performance period will vest at the end of the three-year performance period, with payment being contingent upon the named executive officer’s continued employment through the vesting date. For the 2023 sub-performance period of the 2021, 2022, and 2023 Operating Metric PSUs, the Compensation Committee selected adjusted ACV and adjusted unlevered operating cash flow, as described below. Adjusted ACV is a financial metric for which there is no comparable GAAP measure. This metric is calculated as follows: • The annualized value of maintenance and subscription lease contracts with start dates or anniversary dates during the period, plus • the value of perpetual license contracts with start dates during the period, plus • the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus • the value of work performed during the period on fixed-deliverable services contracts. To arrive at adjusted ACV, we calculated ACV for the year ended December 31, 2023 and then adjusted to reflect results at planned foreign currency exchange rates. Unlevered operating cash flow is a supplemental non-GAAP measure that we use to evaluate our core operating business. We make cash payments for the interest incurred in connection with our debt financing which are included in our GAAP presentation of operating cash flows. We exclude this cash paid for interest, net of the associated tax benefit, for the purpose of calculating unlevered operating cash flows. We believe this measure is useful to investors and management because it provides a measure of our cash generated through operating activities independent of the capital structure of the business. To arrive at adjusted unlevered operating cash flow, we calculated unlevered operating cash flow for the year ended December 31, 2023, and then adjusted to reflect results at planned foreign currency exchange rates.

  79. TSR PAYOUT SLOPE

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  80. TSR PAYOUT SLOPE

    The goals for the 2023 sub-performance period within each of the 2021, 2022 and 2023 Operating Metric PSUs are based on the attainment of adjusted ACV with an adjusted unlevered operating cash flow modifier as outlined below. The number of PSUs earned between levels will be determined through straight-line interpolation.

  81. TSR PAYOUT SLOPE

    | Adjusted ACV ($ in millions) | | 2,073 | 2,083 | 2,092 | 2,102 | 2,112 | 2,122 | 2,132 | 2,142 | 2,152 | 2,161 | 2,171 | 2,181 | 2,191 | 2,201 | 2,211 | 2,221 | 2,231 | 2,240 | 2,250 | | Adjusted Unlevered Operating Cash Flow ($ in millions) | 723 | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | 200% | 200% | 200% | 200% | 200% | 200% | 200% | | | 719 | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | 200% | 200% | 200% | 200% | 200% | 200% | | | 714 | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | 200% | 200% | 200% | 200% | 200% | | | 710 | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | 200% | 200% | 200% | 200% | | | 705 | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | 200% | 200% | 200% | | | 701 | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | 200% | 200% | | | 696 | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | 200% | | | 692 | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | 200% | | | 687 | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | 200% | | | 683 | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | 180% | | | 679 | —% | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | 165% | | | 674 | —% | —% | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | 150% | | | 670 | —% | —% | —% | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | 135% | | | 665 | —% | —% | —% | —% | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | 120% | | | 661 | —% | —% | —% | —% | —% | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | 115% | | | 656 | —% | —% | —% | —% | —% | —% | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% | 110% | | | 651 | —% | —% | —% | —% | —% | —% | —% | —% | —% | 20% | 35% | 50% | 65% | 80% | 85% | 90% | 95% | 100% | 105% |

  82. 2023 PSU Awards

    2023 PSU Awards Each named executive officer received 50% of their target long-term equity compensation in the form of PSUs, 80% of which are Operating Metric PSUs and 20% of which are TSR PSUs as described above.

  83. 2023 PSU Awards

    | Named Executive Officer | # of RSUs Received in 2023 | # of PSUs Received in 2023 (at target) | | Ajei S. Gopal | 34,576 | 34,576 | | Nicole Anasenes | 10,727 | 10,727 | | Shane Emswiler | 9,752 | 9,751 | | Walt Hearn | 7,801 | 7,801 | | Janet Lee | 5,053 | 5,052 |

  84. TSR Metric

    TSR Metric As described above, the 2023 TSR PSUs are based on our TSR as compared to the return of the Index at the end of a three-year performance period ending December 31, 2025. Ms. Anasenes is expected to forfeit her 2023 TSR PSUs in connection with her departure from the Company in 2024.

  85. Operating Metric

    Operating Metric In 2023, we achieved adjusted ACV of $2,234.0 million and adjusted unlevered operating cash flows of $722.9 million resulting in a payout at 200% of target for the 2023 sub-performance period for each of the 2023, 2022 and 2021 Operating Metric PSUs. In the case of the 2023 Operating Metric PSUs, the underlying shares for the first sub-performance period will vest three years from the grant date contingent upon the named executive officer’s continued employment through the vesting date. Ms. Anasenes is expected to forfeit her 2023 Operating Metric PSUs in connection with her departure from the Company in 2024.

  86. 2023 RSU Awards

    2023 RSU Awards Each named executive officer received 50% of their target long-term equity compensation in the form of

  87. 2023 RSU Awards

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  88. 2023 RSU Awards

    RSUs. The RSU vesting schedule was updated for 2023 to a three-year vesting schedule with one-third of the award vesting upon the 12 month anniversary of the grant and the remaining two-thirds vesting quarterly over the next eight quarters (two years). Ms. Anasenes is expected to forfeit the unvested portion of her 2023 RSUs in connection with her departure from the Company in 2024.

  89. 2021 and 2022 PSU Awards

    2021 and 2022 PSU Awards

  90. TSR Metric

    TSR Metric The 2021 TSR PSUs three-year performance period ended on December 31, 2023. The TSR calculation was based upon the return of the 10-trading day average price of the Company and the Index preceding the start of the performance period (January 1, 2021) against the 10-trading day average price at the end of the performance period (December 31, 2023). For the 2021 TSR PSUs, the results were as follows:

  91. TSR Metric

    Under the terms of the award, the target award is reduced by three percentage points for each percentage point by which the return of the Index exceeds our TSR and is reduced to zero percent if the return of the Index exceeds our TSR by more than twenty-five percentage points. For the three-year period ended December 31, 2023, the Company’s TSR underperformed the Index by 25.3 percentage points, resulting in a payout of 0% of target for the 2021 TSR PSUs. This resulted in the payout of 0% of target (and therefore no shares) for the 2021 TSR PSUs for each of the named executive officers. The 2022 TSR PSUs measure our TSR as compared to the Index at the end of a three-year period ending December 31, 2024 and will pay out, if earned, following the end of that period.

  92. Operating Metric

    For the 2022 Operating Metric PSU awards, the 2023 second sub-performance period was earned at 200% based on the performance scale described above. The underlying shares for the second sub-performance period will be earned on December 31, 2024, contingent upon the named executive officer’s continued employment through such date and certification of the performance results. Ms. Anasenes is expected to forfeit her 2022 Operating Metric PSUs in connection with her departure from Ansys in 2024.

  93. Employee Benefits and Perquisites

    Employee Benefits and Perquisites Employee benefits are provided to all eligible employees, including our named executive officers, which the Compensation Committee believes are reasonable and consistent with its overall compensation objective to better enable us to attract and retain employees. These benefits include, in the United States, medical, dental and vision insurance, health savings account, a 401(k) retirement plan, life and disability insurance, flexible spending accounts, an employee stock purchase plan, and other programs. We provide limited perquisites to our executives. We have no deferred compensation, pension arrangements, post- retirement health coverage or similar benefits for our executives that are not generally available to other eligible employees, other than as provided under the Prior Executive Severance Plan described below (as in effect during 2023) and the CEO’s employment agreement, details of which are included below under “Employment, Severance and Change in Control Agreements.” In addition, we pay for the cost of financial planning services provided by a third party to assist our executives with managing complex investment, tax, legal and estate planning matters so that the executives can remain focused on our business priorities rather than personal financial concerns. While we pay for the cost of this voluntary benefit, the executive is responsible for the taxes on the value of this benefit.

  94. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We do not provide any nonqualified defined contribution or other deferred compensation plans to our executive officers.

  95. Employment, Severance and Change in Control Agreements

    Employment, Severance and Change in Control Agreements Our executive officers do not have employment agreements with us except in the case of our CEO as described below.

  96. Dr. Gopal Employment Agreement

    Dr. Gopal Employment Agreement We entered into an employment agreement with Dr. Gopal on August 29, 2016 pursuant to which Dr. Gopal’s employment was for an initial term of one year and has annually automatically renewed for additional one-year periods unless either party had elected not to renew on 60 days prior written notice or the employment was earlier terminated by either party. In conjunction with a review and modernization of the Company’s executive severance program, as further described below, on November 1, 2023, the Company and Mr. Gopal entered into an amendment and restatement of this agreement (the “Gopal Agreement”). Under the terms of the Gopal Agreement, in the event that Dr. Gopal’s employment with us is terminated by us without “Cause” or as a result of his resignation with “Good Reason,” (each as defined in the Gopal Agreement) Dr. Gopal will be entitled to (i) receive an amount equal to two times the sum of his then effective base salary plus his target bonus, payable over 24 months in equal installments, (ii) receive payments of the prior year’s earned annual cash incentive, to the extent unpaid, (iii) receive payment of a pro-rated target annual cash incentive for the year of termination, (iv) in certain circumstances, receive a lump sum amount equal to 24 months of the COBRA premium applicable to the health, dental and vision plans in which Dr. Gopal was participating prior to termination, (v) have any outstanding performance-based and time-based equity awards receive accelerated vesting treatment equal to an additional two years after termination, and (vi) have the period of time during which Dr. Gopal may exercise his vested stock options be extended to the longer of (x) six months after his date of termination or (y) seven days after the commencement of our first open trading window that occurs after the date of termination, but in no event later than the 10 year expiration date of such options. If a termination under such circumstances described above occurs during the period beginning 60 days prior to the effective date of a definitive agreement that will result in a change in control and ending 18 months after the consummation (closing) of a change in control, then, in lieu of the benefits described in the foregoing paragraph, Dr. Gopal will be entitled to the amounts described in the paragraph above, except that (a) the amounts described in clause (i) above, which will be paid in a lump sum in certain circumstances rather than over 24 months, and (b) instead of the two-year acceleration period described in clause (v) above, all outstanding performance-based and time-based equity awards held by Dr. Gopal shall immediately become fully exercisable, vested and/or non-forfeitable on an accelerated basis, subject to any performance or metric-based requirements set forth therein which shall be separately determined as set forth in the applicable award agreement. Dr. Gopal has agreed to be subject to certain non-competition, non-solicitation and non-hire provisions during the term of his employment and for 24 months following the termination of his employment, subject to certain limited exceptions. In addition, the Gopal Agreement now provides for payment to Mr. Gopal for certain costs related to certain disputes, enforcement actions or tax audits or proceedings, as well as for up to six years of indemnification for Mr. Gopal under the Company’s organizational documents, indemnification agreements and insurance coverage, as permitted by applicable law, and includes customary clawback terms and provisions. Mr. Gopal was reimbursed for $25,000 in reasonable legal costs relating to the consideration and negotiation of the amendment and restatement, and the Company agreed to use its reasonable best efforts to have Mr. Gopal nominated for election as a

  97. Dr. Gopal Employment Agreement

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  98. Dr. Gopal Employment Agreement

    Company director during the term while he is serving as President and Chief Executive Officer of the Company.

  99. Executive Severance Plan

    Executive Severance Plan In 2010, we adopted the ANSYS, Inc. Executive Severance Plan, which was amended in 2014 (the “Prior Executive Severance Plan”), for executives and other employees selected for participation by our Compensation Committee. On November 1, 2023, we adopted the ANSYS, Inc. Tier Two Executive Severance Plan (the “Executive Severance Plan”), effective beginning in 2024, and amended and restated the Prior Executive Severance Plan as the ANSYS, Inc. Tier One Executive Severance Plan (the “Tier One Severance Plan”), again effective beginning in 2024. Certain executives other than the named executive officers are expected to participate in the Tier One Severance Plan. The Executive Severance Plan applies to all named executive officers (with the exception of Dr. Gopal whose severance terms are set forth in the Gopal Agreement, and Ms. Anasenes) chosen for participation by the CEO or the Compensation Committee and who acknowledge their participation in the Executive Severance Plan (including its clawback provisions). Pursuant to the Executive Severance Plan, covered executives whose employment with us is terminated for any reason other than for cause, death or disability will be entitled to a certain accrued benefits, plus (a) a lump-sum severance payment equal to the sum of (i) 12 months’ base salary and target bonus for the year of termination, (ii) an amount equal to the earned, but unpaid, portion of the covered executive’s bonus, for the prior year and (iii) 12 months’ health and welfare premiums, and (b) will have any outstanding performance-based and time-based equity awards receive accelerated vesting treatment equal to an additional one year after termination, as described in the Executive Severance Plan. In the event the employment of a covered executive is terminated for any reason other than for cause, death or disability, or by the covered executive with good reason (and absent cause), in either case during the period beginning 90 days prior to the effective date of a definitive agreement that will result in a change in control and ending 18 months after a change in control of the Company, the covered executive will be entitled to the same benefits as above (except that the salary multiple will be 18 months rather than 12 months), and all outstanding stock based awards accelerate and become fully vested and non-forfeitable as of the date of such termination of employment with performance awards deemed earned at target levels. Severance payments and benefits under the Executive Severance Plan will be subject to tax code Section 280G “best net” cutback provisions in the event of imposition of excise tax under the tax code. The Executive Severance Plan may be amended or terminated at any time by the Company, except that following a change in control the Executive Severance Plan may not be so amended or terminated. Our executive equity award agreements also provide for “double-trigger” vesting (a change in control and qualifying employment termination). In all cases, receipt of severance payments is conditioned on the timely execution of an appropriate release of claims on the part of the terminated executive. For additional information regarding our change in control severance arrangements, see “Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table.” Our Compensation Committee has implemented these arrangements to protect the interests of our senior executives when a potential change in control could affect our executives’ job security, authority or compensation, and believes that these arrangements help us recruit and retain executive-level talent. These change in control severance arrangements also promote the interests of our stockholders by mitigating the senior executives’ concerns about such potential matters and thereby assuring that management provides guidance to the Board and stockholders that is not related to such concerns. In the event employment is terminated for reason of death or disability, all unvested RSUs will become immediately vested. Unvested PSUs will vest, as scheduled, on a prorated basis, based on the achievement of the applicable metrics. We currently anticipate that some or all of our named executive officers will receive compensation and benefits under the severance terms and conditions described above or otherwise as a result of the closing of the proposed Merger with Synopsys.

  100. Executive Severance Plan

    | | 2024 Proxy Statement // 57 |

  101. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  102. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)1 | Stock Awards ($)2 | Non-Equity Incentive Plan Compensation ($)3 | All Other Compensation ($)4 | Total | | Ajei S. Gopal, President and Chief Executive Officer | 2023 | $850,000 | $0 | $21,312,677 | $2,402,483 | $68,631 | $24,633,791 | | | 2022 | $843,750 | $312,609 | $18,915,491 | $1,771,876 | $28,772 | $21,872,498 | | | 2021 | $825,000 | $309,375 | $15,431,959 | $1,666,345 | $27,955 | $18,260,634 | | Nicole Anasenes, Former Senior Vice President and Chief Financial Officer | 2023 | $466,498 | $0 | $6,301,065 | $659,267 | $29,835 | $7,456,665 | | | 2022 | $452,865 | $140,275 | $4,190,965 | $419,381 | $28,772 | $5,232,258 | | | 2021 | $439,675 | $164,878 | $2,495,961 | $470,150 | $27,705 | $3,598,369 | | Shane Emswiler, Senior Vice President, Products | 2023 | $400,556 | $0 | $5,950,946 | $566,078 | $13,050 | $6,930,630 | | | 2022 | $388,851 | $120,447 | $4,784,231 | $360,100 | $11,987 | $5,665,616 | | | 2021 | $366,480 | $103,072 | $4,341,080 | $391,882 | $11,650 | $5,214,164 | | Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | 2023 | $376,369 | $28,797 | $4,596,757 | $498,010 | $28,221 | $5,528,154 | | | 2022 | $340,000 | $391,908 | $4,162,380 | $0 | $20,391 | $4,914,679 | | | 2021 | $275,000 | $313,657 | $846,802 | $0 | $16,717 | $1,452,176 | | Janet Lee, Senior Vice President, General Counsel and Secretary | 2023 | $383,476 | $29,054 | $2,954,208 | $507,438 | $29,835 | $3,904,011 | | | 2022 | $368,509 | $91,316 | $2,231,789 | $273,010 | $28,772 | $2,993,396 | | | 2021 | $346,495 | $77,961 | $2,034,172 | $296,409 | $27,493 | $2,782,530 |

  103. 2023 Summary Compensation Table

    1 Reflects the portion of the total Performance-Based Cash Bonus paid to the named executive officers for 2023 that is tied to individual results as described in more detail in “Compensation Discussion and Analysis.” 2 The values set forth in this column are based on the aggregate grant date fair values of RSU and PSU awards granted and computed in accordance with FASB ASC Topic718. The amounts shown in the table reflect the target grant date fair values of the PSUs. The grant date fair values of RSUs and Operating Metric PSUs are computed based upon the closing price per share of Ansys’ common stock on the date of grant. The grant date fair values of TSR PSUs are computed using a Monte Carlo simulation model. A discussion of the relevant assumptions made in the valuation of these awards is provided in Note 14 of the 2023 Form 10-K. In the event of maximum payout, the aggregate grant date fair values for the PSUs reflected in the 2023 rows of this column would be:

  104. 2023 Summary Compensation Table

    | Name | 2023 TSR PSU Award | 2023 Operating Metric PSU Award – 2023 Tranche | 2022 Operating Metric PSU Award – 2023 Tranche | 2021 Operating Metric PSU Award – 2023 Tranche | | Ajei S. Gopal | $6,253,096 | $5,723,223 | $5,427,751 | $3,758,581 | | Nicole Anasenes | $1,939,681 | $1,775,316 | $1,343,902 | $884,555 | | Shane Emswiler | $1,763,346 | $1,613,924 | $1,343,902 | $1,127,264 | | Walt Hearn | $1,410,677 | $1,291,139 | $1,428,943 | $220,983 | | Janet Lee | $913,323 | $836,137 | $646,190 | $376,168 |

  105. 2023 Summary Compensation Table

    These amounts reflect fair values of these awards on the grant dates, and do not correspond to the actual values that may be realized by the named executive officers. 3 Reflects the portion of the total Performance Based Cash Bonus paid to the named executive officers for 2023 that is tied to Company financial performance metrics as described in more detail in “Compensation Discussion and Analysis.” 2023 amounts for each of Dr. Gopal, Ms. Anasenes, Mr. Emswiler and Ms. Lee consist of $13,050 in contributions to the 401(k) plan, 2023 amounts for Mr. Hearn includes $12,259 in contributions to the 401(k) plan and $15,962 for spousal travel to a business function. Dr. Gopal, Ms. Anasenes, and Ms. Lee received $16,785 for financial planning benefits. Dr. Gopal also received $13,796 for spousal travel to a business function and a $25,000 reimbursement for attorney fees related to the renegotiation of his employment contract.

  106. 2023 Summary Compensation Table

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  107. Grants of Plan-Based Awards In Fiscal 2023 Table

    Grants of Plan-Based Awards In Fiscal 2023 Table

  108. Grants of Plan-Based Awards In Fiscal 2023 Table

    | Name | Grant Date | Compensation Committee Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | 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 Award ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)7 | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ajei S. Gopal, President and Chief Executive Officer | 1 | 2/12/23 | $637,500 | $1,275,000 | $2,550,000 | | | | | | | | | | 3/3/20232 | 2/12/23 | | | | 1,844 | 9,220 | 18,440 | | | | $2,861,611 | | | 3/3/20233 | 2/12/23 | | | | 1,729 | 6,915 | 13,830 | | | | $3,126,548 | | | 3/3/20234 | 2/12/23 | | | | | | | 34,576 | | | $10,731,353 | | | 3/3/20225 | 2/12/23 | | | | 1,749 | 8,744 | 17,488 | | | | $2,713,875 | | | 3/3/20216 | 2/12/23 | | | | 1,211 | 6,055 | 12,110 | | | | $1,879,290 | | Nicole Anasenes, Former Senior Vice President and Chief Financial Officer 8 | 1 | 2/12/23 | $174,937 | $349,874 | $699,748 | | | | | | | | | | 3/3/20232 | 2/12/23 | | | | 572 | 2,860 | 5,720 | | | | $887,658 | | | 3/3/20233 | 2/12/23 | | | | 536 | 2,145 | 4,290 | | | | $969,840 | | | 3/3/20234 | 2/12/23 | | | | | | | 10,727 | | | $3,329,339 | | | 3/3/20225 | 2/12/23 | | | | 433 | 2,165 | 4,330 | | | | $671,951 | | | 3/3/20216 | 2/12/23 | | | | 285 | 1,425 | 2,850 | | | | $442,277 | | Shane Emswiler, Senior Vice President, Products | 1 | 2/12/23 | $150,209 | $300,417 | $600,834 | | | | | | | | | | 3/3/20232 | 2/12/23 | | | | 520 | 2,600 | 5,200 | | | | $806,962 | | | 3/3/20233 | 2/12/23 | | | | 488 | 1,950 | 3,900 | | | | $881,673 | | | 3/3/20234 | 2/12/23 | | | | | | | 9,752 | | | $3,026,728 | | | 3/3/20225 | 2/12/23 | | | | 433 | 2,165 | 4,330 | | | | $671,951 | | | 3/3/20216 | 2/12/23 | | | | 363 | 1,816 | 3,632 | | | | $563,632 | | Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | 1 | 2/12/23 | $132,106 | $264,211 | $528,422 | | | | | | | | | | 3/3/20232 | 2/12/23 | | | | 416 | 2,080 | 4,160 | | | | $645,570 | | | 3/3/20233 | 2/12/23 | | | | 390 | 1,560 | 3,120 | | | | $705,338 | | | 3/3/20234 | 2/12/23 | | | | | | | 7,801 | | | $2,421,196 | | | 6/1/20225 | 2/12/23 | | | | 315 | 1,573 | 3,146 | | | | $488,212 | | | 3/3/20225 | 2/12/23 | | | | 146 | 728 | 1,456 | | | | $225,949 | | | 3/3/20216 | 2/12/23 | | | | 71 | 356 | 712 | | | | $110,492 | | Janet Lee, Senior Vice President, General Counsel and Secretary | 1 | 2/12/23 | $134,600 | $269,200 | $538,400 | | | | | | | | | | 3/3/20232 | 2/12/23 | | | | 269 | 1,347 | 2,694 | | | | $418,068 | | | 3/3/20233 | 2/12/23 | | | | 253 | 1,010 | 2,020 | | | | $456,661 | | | 3/3/20234 | 2/12/23 | | | | | | | 5,053 | | | $1,568,300 | | | 3/3/20225 | 2/12/23 | | | | 208 | 1,041 | 2,082 | | | | $323,095 | | | 3/3/20216 | 2/12/23 | | | | 121 | 606 | 1,212 | | | | $188,084 |

  109. Grants of Plan-Based Awards In Fiscal 2023 Table

    Potential payout amounts in the table above reflect the original design of the disclosed awards, and do not necessarily reflect potential payout amounts under the Merger Agreement. 1 Amount represents the portion of the Performance-Based Cash Bonus that is tied to Company financial performance metrics as described in more detail in “Compensation Discussion and Analysis.” The actual cash payout for 2023 of the Performance Based Cash Bonus that is tied to Company financial performance metrics is disclosed in the Fiscal 2023 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column. 2 Amount represents a grant of Operating Metric PSUs under the 2021 Plan, which are earned based on achievement of adjusted ACV with an adjusted unlevered operating cash flow modifier for fiscal 2023 only. Goals for the 2024 and 2025 annual sub-performance periods will be established in the first quarter of each relevant year. 3 Amount represents a grant of TSR PSUs under the 2021 Plan earned based on the achievement of a relative TSR goal over a three-year performance period. 4 Amount represents a grant of time-based RSUs under the 2021 Plan with the updated three-year vesting schedule. One-third of the award vests upon the 12 month anniversary of the grant, with the remaining two-thirds vesting quarterly over the next eight quarters (two years). Amount represents a grant of Operating Metric PSUs under the 2021 Plan for which the operating metric goals are established in the first quarter

  110. Grants of Plan-Based Awards In Fiscal 2023 Table

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  111. Grants of Plan-Based Awards In Fiscal 2023 Table

    of each year within the three-year performance period. The Compensation Committee established adjusted ACV and adjusted unlevered operating cash flow as the operating metric goal for the 2023 tranche of the 2022 PSU awards on February 15, 2023. Amount represents a grant of Operating Metric PSUs under the Predecessor Plan for which the operating metric goals are established in the first quarter of each year within the three-year performance period. The Compensation Committee established adjusted ACV and adjusted unlevered operating cash flow as the operating metric goal for the 2023 tranche of the 2021 PSU awards on February 15, 2023. 7 The values set forth in this column reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. In connection with her voluntary departure in 2024, Ms. Anasenes is expected to forfeit her 2023 TSR PSUs and 2023 Operating Metric PSUs, and the unvested portion of her 2023 RSUs.

  112. Grants of Plan-Based Awards In Fiscal 2023 Table

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  113. Outstanding Equity Awards At Fiscal Year End 2023 Table

    Outstanding Equity Awards At Fiscal Year End 2023 Table

  114. Outstanding Equity Awards At Fiscal Year End 2023 Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | 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 | | Ajei S. Gopal, President and Chief Executive Officer | 92,018 | | | 95.09 | 8/31/2026 | | | | 2 | | | | | | | | 7,567 | 2,745,913 | | 3 | | | | | | | | 21,862 | 7,933,283 | | 4 | | | | | | | | 34,576 | 12,546,939 | | 5 | | | | | | | | 36,322 | 13,180,527 | | 6 | | | | | | | | 0 | $— | | 7 | | | | | | | | 34,976 | 12,692,091 | 17,490 | 6,346,7718 | | | | | | | | | | 13,116 | 4,759,5349 | | | | | | | | 18,440 | 6,691,507 | 36,882 | 13,383,74010 | | | | | | | | | | 13,830 | 5,018,63011 | | Nicole Anasenes, Former Senior Vice President and Chief Financial Officer15 | | | | | | 1,781 | 646,289 | | 3 | | | | | | | | 5,413 | 1,964,269 | | 4 | | | | | | | | 10,727 | 3,892,614 | | 5 | | | | | | | | 8,546 | 3,101,172 | | 6 | | | | | | | | 0 | $— | | 7 | | | | | | | | 8,660 | 3,142,541 | 4,330 | 1,571,2708 | | | | | | | | | | 3,246 | 1,177,9089 | | | | | | | | 5,720 | 2,075,674 | 11,444 | 4,152,79910 | | | | | | | | | | 4,290 | 1,556,75511 | | Shane Emswiler, Senior Vice President, Products | | | | | | 2,270 | 823,738 | | 3 | | | | | | | | 5,413 | 1,964,269 | | 4 | | | | | | | | 9,752 | 3,538,806 | | 5 | | | | | | | | 10,896 | 3,953,940 | | 6 | | | | | | | | 0 | $— | | 7 | | | | | | | | 8,660 | 3,142,541 | 4,330 | 1,571,2708 | | | | | | | | | | 3,246 | 1,177,9089 | | | | | | | | 5,200 | 1,886,976 | 10,402 | 3,774,67810 | | | | | | | | | | 3,900 | 1,415,23211 |

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  116. Outstanding Equity Awards At Fiscal Year End 2023 Table

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | 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 | | Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | | | | | | 445 | 161,482 | | 3 | | | | | | | | 1,822 | 661,167 | | 4 | | | | | | | | 3,935 | 1,427,933 | | 12 | | | | | | | | 7,801 | 2,830,827 | | 5 | | | | | | | | 2,136 | 775,112 | | 6 | | | | | | | | 0 | $— | | 7 | | | | | | | | 2,912 | 1,056,707 | 1,460 | 529,8058 | | | | | | | | | | 1,092 | 396,2659 | | | | | | | | 6,294 | 2,283,967 | 3,148 | 1,142,34613 | | | | | | | | | | 2,360 | 856,39714 | | | | | | | | 4,160 | 1,509,581 | 8,322 | 3,019,88710 | | | | | | | | | | 3,120 | 1,132,18611 | | Janet Lee, Senior Vice President, General Counsel and Secretary | | | | | | 757 | 274,700 | | 3 | | | | | | | | 2,602 | 944,214 | | 4 | | | | | | | | 5,053 | 1,833,633 | | 5 | | | | | | | | 3,632 | 1,317,980 | | 6 | | | | | | | | 0 | $— | | 7 | | | | | | | | 4,164 | 1,511,032 | 2,082 | 755,5168 | | | | | | | | | | 1,560 | 566,0939 | | | | | | | | 2,694 | 977,599 | 5,390 | 1,955,92310 | | | | | | | | | | 2,020 | 733,01811 |

  117. Outstanding Equity Awards At Fiscal Year End 2023 Table

    Determined based on the closing price per share of the Company’s common stock on December 31, 2023 ($362.88). 2 Amount represents a grant of time-based stock options on December 30, 2016 under the Predecessor Plan with a four- year ratable vesting schedule on each anniversary date of the date of grant. 3 Amount represents a grant of time-based RSUs on March 3, 2021 under the Predecessor Plan with a three-year ratable vesting schedule on each anniversary of the date of grant. 4 Amount represents a grant of time-based RSUs on March 3, 2022 under the 2021 Plan with a three-year ratable vesting schedule on each anniversary of the date of grant. 5 Amount represents a grant of time-based RSUs on March 3, 2023 under the 2021 Plan with a three-year vesting schedule. 6 Amount represents a grant on March 3, 2021 of Operating Metric PSUs under the Predecessor Plan. The performance conditions applicable to each tranche were achieved as of December 31, 2023 as follows: 2021 tranche 200%, 2022 tranche 200%, 2023 tranche 200%. The award remained unvested until the Compensation Committee fully certified achievement of the goals and payment in the first quarter of 2024. 7 Amount represents a grant on March 3, 2021 of TSR PSUs under the Predecessor Plan. The performance conditions applicable to the PSUs were not achieved as of December 31, 2023, resulting in a payout of 0% of target. Amount represents a grant on March 3, 2022 of Operating Metric PSUs under the Predecessor Plan. The “Number of Shares or Units of Stock That Have Not Vested” column includes Operating Metric PSUs for which the performance conditions of the 2022 and 2023 tranches have been achieved at 200%. The award continues to be subject to the three-year vesting requirement contingent on a grantee’s continued employment through the end of such period. The “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column includes the maximum Operating Metric PSUs that could vest under the performance conditions of the 2024 tranche. The 2024 tranche has not been achieved and will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year period.

  118. Outstanding Equity Awards At Fiscal Year End 2023 Table

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  119. Outstanding Equity Awards At Fiscal Year End 2023 Table

    Amount represents maximum payout of a grant on March 3, 2022 of TSR PSUs under the Predecessor Plan. The performance period of the PSUs is for a three-year cumulative period and the performance conditions will not be achieved until the end of such three-year performance period and will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year performance period. 10 Amount represents a grant on March 3, 2023 of Operating Metric PSUs under the 2021 Plan. The “Number of Shares or Units of Stock That Have Not Vested” column includes Operating Metric PSUs for which the performance conditions of the 2023 tranche have been achieved at 200%. The award continues to be subject to the three-year vesting requirement contingent on a grantee’s continued employment through the end of such period. The “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column includes the maximum Operating Metric PSUs that could vest under the performance conditions of the 2024 and 2025 tranches. The 2024 and 2025 tranches have not been achieved and will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year period. 11 Amount represents maximum payout of a grant on March 3, 2023 of TSR PSUs under the 2021 Plan. The performance period of the PSUs is for a three-year cumulative period and the performance conditions will not be achieved until the end of such three-year performance period and will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year performance period. 12 Amount represents a grant of time-based RSUs on June 1, 2022 under the 2021 Plan with a three-year ratable vesting schedule on each anniversary of the date of grant. 13 Amount represents a grant on June 1, 2022 of Operating Metric PSUs under the 2021 Plan. The “Number of Shares or Units of Stock That Have Not Vested” column includes Operating Metric PSUs for which the performance conditions of the 2022 and 2023 tranches have been achieved at 200%. The award continues to be subject to the three-year vesting requirement contingent on a grantee’s continued employment through the end of such period. The “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column includes the maximum Operating Metric PSUs that could vest under the performance conditions of the 2024 tranche. The 2024 tranche has not been achieved and will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year period. 14 Amount represents maximum payout of a grant on June 1, 2022 of TSR PSUs under the Predecessor Plan. The performance period of the PSUs is for a three-year cumulative period and the performance conditions will not be achieved until the end of such three-year performance period and will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year performance period. In connection with her voluntary departure in 2024, Ms. Anasenes is expected to forfeit her then-outstanding TSR PSUs and Operating Metric PSUs, and the unvested portion of her then-outstanding RSUs.

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  121. Option Exercises and Stock Vested in Fiscal 2023 Table

    Option Exercises and Stock Vested in Fiscal 2023 Table

  122. Option Exercises and Stock Vested in Fiscal 2023 Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Ajei S. Gopal, President and Chief Executive Officer | 116,864 | $26,776,083 | 93,592 | $26,852,690 | | Nicole Anasenes, Former Senior Vice President and Chief Financial Officer | | | 13,744 | $3,983,997 | | Shane Emswiler, Senior Vice President, Products | | | 30,379 | $8,664,127 | | Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | | | 8,742 | $2,582,032 | | Janet Lee, Senior Vice President, General Counsel and Secretary | | | 6,994 | $2,041,562 |

  123. Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table

    Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table As of December 31, 2023, the Company was not yet party to the Merger Agreement. Except as otherwise provided, the following table sets forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, or a “change in control” of Ansys, or a change in the named executive officer’s position, as such scenarios are contemplated in the contracts, agreements, plans or arrangements described in “Compensation Discussion and Analysis.” Please see “Compensation Discussion and Analysis – Post-Employment Compensation” for a description of the Chief Executive Officer’s employment agreement and the Executive Severance Plan. The table assumes that employment termination and/or the change in control occurred on December 29, 2023 and a valuation of our common stock based on its closing market price per share on December 29, 2023 of $362.88. The table also assumes that each named executive officer will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described in “Compensation Discussion and Analysis.” As previously discussed above, on January 15, 2024, the Company entered into the Merger Agreement with Synopsys and Merger Sub. Pursuant to the Merger Agreement, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into Ansys, with Ansys surviving the Merger as a wholly-owned subsidiary of Synopsys. Under the terms of the Merger, which has been approved by the boards of directors of both Synopsys and Ansys, the Ansys stockholders will receive, for each share of Ansys Common Stock, $197.00 in cash plus 0.3450 of a share of Synopsys common stock. Upon closing of the Merger, Synopsys stockholders are expected to own approximately 83.5% of the combined company, and Ansys' stockholders are expected to own approximately 16.5% of the combined company on a pro forma basis. The Merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and the approval of Ansys’ stockholders, and is currently expected to close in the first half of 2025. We note that we were not yet a party to the Merger Agreement on December 29, 2023, and that actual amounts that we may pay to any named executive officer upon termination of employment can only be determined at the time of such named executive officer’s actual separation.

  124. Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table

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  125. Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table

    | Event | Ajei Gopal | Nicole Anasenes4 | Shane Emswiler | Walt Hearn | Janet Lee | | Retirement | | | | | | | No Payments | N/A | N/A | N/A | N/A | N/A | | Total | $0 | $0 | $0 | $0 | $0 | | Termination without Cause and Involuntary Termination for Good Reason (other than related to a Change in Control)1 | | | | | | | Cash Severance Payment | $4,250,000 | $408,186 | $350,487 | $329,323 | $335,542 | | Annual Bonus at Target | $1,275,000 | $349,874 | $300,417 | $282,277 | $287,607 | | Accelerated RSUs | $22,180,677 | $0 | $0 | $0 | $0 | | Accelerated PSUs | $34,137,936 | $0 | $0 | $0 | $0 | | Outplacement Services | $0 | $15,000 | $15,000 | $15,000 | $15,000 | | Continued Health Care Benefits | $37,350 | $21,788 | $18,360 | $21,788 | $18,360 | | Total | $61,880,963 | $794,848 | $684,264 | $648,388 | $656,509 | | Death2 | | | | | | | Accelerated RSUs | $23,226,134 | $6,503,172 | $6,326,813 | $5,081,409 | $3,052,547 | | Prorated PSUs | $21,806,548 | $5,870,310 | $5,658,025 | $5,455,538 | $2,799,256 | | Total | $45,032,682 | $12,373,482 | $11,984,838 | $10,536,947 | $5,851,803 | | Disability2 | | | | | | | Accelerated RSUs | $23,226,134 | $6,503,172 | $6,326,813 | $5,081,409 | $3,052,547 | | Prorated PSUs | $21,806,548 | $5,870,310 | $5,658,025 | $5,455,538 | $2,799,256 | | Total | $45,032,682 | $12,373,482 | $11,984,838 | $10,536,947 | $5,851,803 | | Voluntary Termination and Termination for Cause | | | | | | | No Payments | N/A | N/A | N/A | N/A | N/A | | Total | $0 | $0 | $0 | $0 | $0 | | Change in Control with Termination3 | | | | | | | Prorated Annual Cash Incentive Compensation | $1,275,000 | $349,874 | $300,417 | $282,277 | $287,607 | | Accelerated Stock Options | $0 | $0 | $0 | $0 | $0 | | Accelerated RSUs | $23,226,134 | $6,503,172 | $6,326,813 | $5,081,409 | $3,052,547 | | PSUs | $34,137,936 | $9,447,581 | $8,999,061 | $8,388,334 | $4,493,906 | | Cash Severance Payment | $4,250,000 | $816,372 | $700,973 | $658,646 | $671,083 | | Continued Health Care Benefits | $37,350 | $21,788 | $18,360 | $21,788 | $18,360 | | Outplacement Services | $0 | $15,000 | $15,000 | $15,000 | $15,000 | | Total | $62,926,420 | $17,153,787 | $16,360,624 | $14,447,454 | $8,538,503 |

  126. Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table

    Dr. Gopal is the only named executive officer who receives severance benefits in the event he terminates employment with the Company for “Good Reason” (as defined in his employment agreement) unrelated to a change in control. A description of his employment agreement is included in “Compensation Discussion and Analysis – Post-Employment Compensation – Gopal Agreement.” The RSU and PSU award agreements provide that, in the event of death or disability, such awards will vest. In the case of the RSU awards, the awards will vest in full and, in the case of the PSUs awards, such awards will pro-rata vest and continue to be contingent upon the attainment of the performance goals as determined by the Compensation Committee after the end of the applicable performance period. 2022 and 2023 TSR PSUs are assumed at target.

  127. Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table

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  128. Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table

    As described in “Compensation Discussion and Analysis – Post-Employment Compensation,” Dr. Gopal’s employment agreement and the Prior Executive Severance Plan, in the case of the other named executive officers, provides for severance payments and benefits in connection with a termination without “Cause” by the Company or a termination for “Good Reason” (as defined in Dr. Gopal’s employment agreement and the Prior Executive Severance Plan, as applicable) by the executive in connection with a change in control, provided that they occur prior to January 1, 2024. On November 29, 2023, Ms. Anasenes notified us that, after three years as our Chief Financial Officer and Senior Vice President of Finance, she intended to resign. On February 15, 2024, we entered into the Transition Agreement with Ms. Anasenes pursuant to which Ms. Anasenes resigned as Chief Financial Officer and Senior Vice President of Finance effective February 22, 2024, but will remain our employee until June 7, 2024 (following which date she will transition to providing consulting services to us until August 8, 2024 pursuant to a consulting agreement). Such consulting services will be provided for a total of $50,000, plus the reimbursement of reasonable consulting expenses, as further described in the Transition Agreement and its attachments.

  129. Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table

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  130. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio The SEC requires disclosure of the annual total compensation of our President and CEO, Dr. Gopal, the annual total compensation of our “median employee” (determined by excluding our President and CEO), and the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For fiscal 2023, the values are as follows: • Dr. Gopal’s annual total compensation – $24,633,791 • Median employee’s annual total compensation – $117,169 • Ratio of Dr. Gopal’s to the median employee’s annual total compensation – 210:1 Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, Ansys may identify its median employee for purposes of providing pay ratio disclosure once every three years and calculated and disclosed total compensation for that employee each year; provided that during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We have reviewed the changes in our employee population and employee compensatory arrangements for fiscal 2023 and have determined that there have been no changes that would significantly impact our 2022 pay ratio disclosure and require us to identify a new median employee. As a result, the Company has re-identified the same median employee as it did in its 2022 CEO pay ratio disclosure. We identified the median employee for purposes of our 2022 pay ratio disclosure using our employee population as of October 1, 2022, which date was within the last three months of our 2022 fiscal year. We identified the median employee by: (i) aggregating for each applicable employee (A) annual base salary for permanent employees as of October 1, 2022 (or for hourly employees, the hourly compensation rate multiplied by the target annual work schedule), (B) the target bonus for 2022, and (C) the accounting value of any equity awards granted during 2022, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Dr. Gopal, whether employed on a full-time, part-time, temporary, or seasonal basis. For non-permanent employees that joined the Company during 2022, annual salary rates were adjusted to account only for the portion of the year that they were employed by the Company. In determining our median employee, we did not use any of the permitted exemptions. We also did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments), or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for our median employee or Dr. Gopal. We calculated, using the rules applicable to calculate annual total compensation under the summary compensation table, the median employee’s annual total compensation for purposes of determining the ratio of Dr. Gopal’s annual total compensation to such median employee’s annual total compensation for 2023. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  131. 2023 CEO Pay Ratio

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  132. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by the pay versus performance (“PVP”) rules adopted by the SEC in 2022, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2023 for this proxy statement’s named executive officers, as well as our named executive officers from our 2022, 2021, and 2020 proxy statements (each of 2020, 2021, 2022 and 2023, a “Covered Year,” and such named executive officers, the “NEOs”). The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider: •

  133. Pay Versus Performance Table

    Pay Versus Performance Table

  134. Pay Versus Performance Table

    | PAY VERSUS PERFORMANCE | | | | | | | | | | Year (a) | Summary Compensation Table Total for PEO (b)1 | Compensation Actually Paid to PEO (c)1,2 | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)1 | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)1,2 | Value of Initial Fixed $100 Investment Based On: | | Net Income (thousands) (h) | Adjusted ACV (thousands) (i)4 | | | | | | | Total Shareholder Return (f)3 | Peer Group Total Shareholder Return (g)3 | | | | 2023 | $24,633,791 | $47,175,954 | $5,954,865 | $10,714,267 | $140.94 | $218.97 | $500,412 | $2,234,019 | | 2022 | $21,872,498 | $6,345,680 | $4,720,955 | $(2,022,048) | $93.85 | $148.23 | $523,710 | $2,120,017 | | 2021 | $18,260,634 | $30,494,209 | $4,325,215 | $7,025,221 | $155.83 | $194.20 | $454,627 | $1,873,994 | | 2020 | $14,089,533 | $35,102,268 | $4,235,180 | $8,449,049 | $141.33 | $157.00 | $433,887 | $1,596,385 |

  135. Pay Versus Performance Table

    1 Dr. Gopal served as our principal executive officer (“PEO”) for the full year for each Covered Year. For 2023, our non-PEO NEOs consisted of Nicole Anasenes, Shane Emswiler, Walt Hearn and Janet Lee. For 2022, our non-PEO NEOs consisted of Nicole Anasenes, Shane Emswiler, Janet Lee, and Richard Mahoney. For 2021, our non-PEO NEOs consisted of Nicole Anasenes, Shane Emswiler, Janet Lee, Richard Mahoney, and Maria Shields. For 2020, our non-PEO NEOs consisted of Shane Emswiler, Nicole Anasenes, Richard Mahoney, and Maria Shields. For each Covered Year, the values included in this column for the CAP to our PEO and the average CAP to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:

  136. Pay Versus Performance Table

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  137. Pay Versus Performance Table

    | DR. GOPAL | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total for PEO (column (b)) | $24,633,791 | $21,872,498 | $18,260,634 | $14,089,533 | | - aggregate change in actuarial present value of pension benefits | $— | $— | $— | $— | | + service cost of pension benefits | $— | $— | $— | $— | | + prior service cost of pension benefits | $— | $— | $— | $— | | - SCT “Stock Awards” column value | $(21,312,677) | $(18,915,491) | $(15,431,959) | $(12,276,512) | | - SCT “Option Awards” column value | $— | $— | $— | $— | | + Covered Year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as the Covered Year-end | $28,819,121 | $16,469,081 | $20,482,912 | $13,833,624 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted prior to Covered Years that are outstanding and unvested as of the Covered Year-end | $6,588,156 | $(6,589,120) | $1,800,566 | $9,433,176 | | + vesting date fair value of equity awards granted and vested in the Covered Year end | $4,394,477 | $2,891,350 | $5,546,687 | $2,151,513 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in years prior to Covered Year that vested in the Covered Year | $4,053,086 | $(9,382,638) | $(164,631) | $7,870,934 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the Covered Year | $— | $— | $— | $— | | + dollar value of dividends/earnings paid on equity awards in the Covered Year | $— | $— | $— | $— | | + excess fair value for equity award modifications | $— | $— | $— | $— | | Compensation Actually Paid to PEO (column (c)) | $47,175,954 | $6,345,680 | $30,494,209 | $35,102,268 |

  138. Pay Versus Performance Table

    | AVERAGE FOR NON-PEO NEOS | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO NEOs (column (d)) | $5,954,865 | $4,720,955 | $4,325,215 | $4,235,180 | | - aggregate change in actuarial present value of pension benefits | $— | $— | $— | $— | | + service cost of pension benefits | $— | $— | $— | $— | | + prior service cost of pension benefits | $— | $— | $— | $— | | - SCT “Stock Awards” column value | $(4,950,744) | $(4,010,137) | $(3,330,951) | $(3,650,409) | | - SCT “Option Awards” column value | $— | $— | $— | $— | | + Covered Year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as the Covered Year-end | $6,807,856 | $2,544,158 | $4,278,023 | $3,867,188 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted prior to Covered Years that are outstanding and unvested as of the Covered Year-end | $1,403,109 | $(1,050,107) | $468,892 | $2,369,501 | | + vesting date fair value of equity awards granted and vested in the Covered Year | $762,592 | $271,789 | $1,262,004 | $499,861 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in years prior to Covered Year that vested in the Covered Year | $736,589 | $(1,430,535) | $22,038 | $1,127,728 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the Covered Year | $— | $(3,068,171)* | $— | $— | | + dollar value of dividends/earnings paid on equity awards in the Covered Year | $— | $— | $— | $— | | + excess fair value for equity award modifications | $— | $— | $— | $— | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $10,714,267 | $(2,022,048) | $7,025,221 | $8,449,049 |

  139. Pay Versus Performance Table

    The awards valued at $3,068,171 belonged to Mr. Mahoney and failed to vest due to his voluntary departure from the Company on May 5, 2022.

  140. Pay Versus Performance Table

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  141. Pay Versus Performance Table

    For each of the Covered Years, total stockholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total stockholder return based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, we used our industry peer group of seven companies (Autodesk, Inc., PTC, Inc., Cadence Design Systems, Inc., Synopsys, Inc., Altair Engineering, Inc., Aspen Technology, Inc., and Dassault Systemes SE). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. 4 For a description of how adjusted ACV is calculated for each of the Covered Years, see the section titled “Performance Metrics for Regular Cycle 2023 PSU Awards” in this proxy statement, the section titled “Performance Metrics for Regular Cycle 2022 PSU Awards” in our 2023 proxy statement, the section titled “Performance Metrics for Regular Cycle 2021 PSU Awards” in our 2022 proxy statement, and the section titled “Performance Metrics for Regular Cycle 2020 PSU Awards” in our 2021 proxy statement.

  142. Pay Versus Performance Relationships Descriptions

    Pay Versus Performance Relationships Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the pay versus performance table for each of the Covered Years, including: (a) a comparison between our cumulative total stockholder return and the cumulative total stockholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the pay versus performance table.