DEF 14A of Ansys Inc, Mar 28, 2023

DEF 14A of Ansys Inc

Filed Mar 28, 2023 · FY20220001193125-23-082128

Open on EDGAR

  1. Board Characteristics: Director Nominees and Continuing Directors

    Board Characteristics: Director Nominees and Continuing Directors BUSINESS AND STRATEGY OVERVIEW Ansys develops and globally markets engineering simulation software and services widely used by engineers, designers, researchers and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, materials and chemicals, consumer products, healthcare, and construction. We focus on the development of open and flexible solutions that enable users to analyze designs on-premises and/or via the cloud, providing a common platform for fast, efficient and cost-conscious product development, from design concept to final-stage testing, validation, and deployment. We distribute our suite of simulation technologies through direct sales offices in strategic, global locations and a global network of independent resellers and distributors (collectively, “channel partners”). It is our intention to continue to maintain this hybrid sales and distribution model. We operate and report as one segment. Our strategy of Pervasive Insights seeks to deepen the use of simulation in our core market, to inject simulation throughout the product lifecycle and extend the accessibility to a broader set of users and use cases. Our business has three vectors of growth:

  2. Board Characteristics: Director Nominees and Continuing Directors

    | ● | More products. Our broad and deep multiphysics portfolio enables us to grow with customers as they use simulation to solve more complex problems across a broad set of industries. |

  3. Board Characteristics: Director Nominees and Continuing Directors

    | ● | More users. Investments in simulation education and user experience simplification has made simulation more accessible to a broader user base. |

  4. Board Characteristics: Director Nominees and Continuing Directors

    | ● | More computations. Larger and more complex simulations drive more computation, requiring customers to use more Ansys licenses to complete their simulations. |

  5. Board Characteristics: Director Nominees and Continuing Directors

    Through decades of investments in the academic community and enhanced user experiences, our solutions have become accessible and relevant beyond our core “engineering” end user, to reach more users upstream and downstream from our core, which is the product validation process. Our multiphysics solutions enable our customers to address increasingly complex research and development (“R&D”) challenges from the component through the system and mission level of analysis. Our products seamlessly enable access to high performance compute capacity to run simulations, on-premises or in the cloud, which means our customers’ R&D teams are unencumbered by compute capacity limitations that can hinder R&D cycle times. The engineering software simulation market is strong and growing. The market growth is driven by customers’ need for rapid, quality innovation in a cost-efficient manner, enabling faster time to market for new products and lower warranty costs. Increasing product complexity is driving sustained demand for simulation. Key industry trends fueling customers’ increasing needs for simulations include:

  6. Board Characteristics: Director Nominees and Continuing Directors

    | ● | Electrification; |

  7. Board Characteristics: Director Nominees and Continuing Directors

    | ● | Autonomy; |

  8. Board Characteristics: Director Nominees and Continuing Directors

    | ● | Connectivity; |

  9. Board Characteristics: Director Nominees and Continuing Directors

    | ● | The industrial internet of things (“IIoT”); and |

  10. Board Characteristics: Director Nominees and Continuing Directors

    | ● | Sustainability, including minimizing waste and physical prototyping, and improving circularity and development time. |

  11. Board Characteristics: Director Nominees and Continuing Directors

    We have been investing and intend to continue to invest in our portfolio to broaden the range of physics and enable customers to analyze the interactions among physics at the component, system and mission level. Our strategy is aligned with the near-term market growth opportunities and is laying the foundation for a future where simulation can be further democratized to broader classes of end-users and end-use cases. To augment our organic development roadmaps, we intend to continue our strategic and disciplined acquisition strategy to grow our business. Our strategy is to partner with industry leaders to extend simulation into other ecosystems and customer R&D workflows. Our business is built on a culture of high ethical standards and commitment to diversity, equity, inclusion and belonging. 2022 FINANCIAL AND OPERATIONAL HIGHLIGHTS Despite global economic uncertainties throughout 2022, we delivered strong financial results in fiscal year 2022 and we realized the long-term financial goal set at our 2019 Investor Day of $2 billion of annual contract value (“ACV”)* in 2022. Throughout the year we continued to grow our industry-leading portfolio, our loyal customer base and our go-to-market segments. We also continued our commitment to our “ONE Ansys” culture. In 2022, Newsweek ranked us as thirteenth in its list of Top 100 Most Loved Workplaces. The ranking considers employee survey responses, external ratings and interviews with company leaders, and recognizes companies that put respect, caring and appreciation for their employees at the center of their business model. Further, Newsweek also included us as one of America’s Most Responsible Companies for 2023 based on our 2022 achievements in the environmental, social and corporate governance areas. Our focused execution yielded strong financial results, reflected in our ACV* growth of 9% in reported currency and 14% in constant currency*, GAAP operating margin of 28.7% and non-GAAP operating margin* of 42.0%, and record operating cash flow of $631.0 million for the year ended December 31, 2022. We had deferred revenue and backlog of $1,416.8 million as of December 31, 2022. We repurchased 725 thousand shares during the year at an average price per share of $283.38. Our long-term total stockholder return (“TSR”) depicted in the chart below shows how a $100 investment in Ansys on December 31, 2017 would have grown by December 31, 2022. The chart also compares the TSR of an investment in our common stock to the same investment over the last five years in the Nasdaq Composite Stock Market Index, the Nasdaq 100 Stock Market Index, the S&P 500 Stock Index and an 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).

  12. Components of Our Compensation Program

    | | 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 at risk 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 | | | Clawback provision on 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 Compensation Committee | | No excessive risk-taking with compensation incentives | | | Annual review and approval of our compensation strategy | | | | | Limited perquisites | | |

  13. Components of Our Compensation Program

    STOCKHOLDER ENGAGEMENT HIGHLIGHTS We take pride in our engagement with our stockholders. We welcome the insights and feedback from our stockholders and take our stockholders’ points of view into account when developing our governance practices. The Board firmly believes that the mutual trust we build with our stockholders is one of the key components of good governance and is an important element of driving Board responsibility and a strong governance culture. We maintain an active dialogue with stockholders to ensure we thoughtfully consider a diversity of perspectives on issues including strategy, business performance, risk, culture and workplace topics, compensation practices, and a broad range of ESG issues. Ansys has an active investor relations program, engaging with investors globally via conferences, non-deal roadshows and investor calls. Throughout the year our Investor Relations group engages with our stockholders, frequently along with Dr. Gopal, Ms. Anasenes and other members of the management team. During 2022, these outreach efforts involved representatives of stockholders holding, in the aggregate, over 40% of Ansys shares. In addition, in September 2022, our Board Chair, our Nominating and Corporate Governance Committee Chair, and members of management, including our General Counsel and members of our Investor Relations team, engaged with a cross-section of stockholders to discuss ESG topics. To communicate broadly with our stockholders we also share information relevant to our stockholders through our investor relations website, annual report and this proxy statement. CORPORATE RESPONSIBILITY Strong governance is foundational to our ESG program, with Board oversight of ESG matters and senior management responsibility for the design and development of ESG related programs. Our Nominating and Corporate Governance Committee has general oversight responsibility over our ESG program, matters, and initiatives. In addition, cybersecurity is overseen by our Audit Committee and is a standing topic that is addressed at each quarterly meeting. Our Compensation Committee has oversight responsibility with respect to human resources and talent management, as specified in its charter. Our ESG program is led by a committee of select senior leaders (the “ESG Committee”) from our human resources, finance, industry marketing, communications, investor relations, legal, cybersecurity, strategy, procurement, and facilities departments. Our General Counsel chairs the ESG Committee. The ESG Committee also has task teams to address specific topics such as environmental sustainability and human capital management. Task teams report to, and receive oversight from, the ESG Committee. The chairperson of the ESG Committee reports the committee’s progress to the CEO and to the Board on a quarterly basis. Our ESG program has four pillars:

  14. Components of Our Compensation Program

    | ● | Advancing sustainability through our products |

  15. Components of Our Compensation Program

    | ● | Investing in our people and ONE Ansys culture |

  16. Components of Our Compensation Program

    | ● | Operating responsibly |

  17. Components of Our Compensation Program

    | ● | Collaborating with stakeholders |

  18. Components of Our Compensation Program

    Advancing sustainability through our products – At Ansys, we look for new and better ways to engineer what is ahead. By focusing on the creation of new technology, and by making current technology better, we strive to support our customers in their design of products, including helping to make their products more efficient, with less waste, and minimizing physical prototyping.

  19. Components of Our Compensation Program

    | ● | Sustainability Committee: In 2022, our sustainability committee created a strategy to continue to support our customers with their sustainability objectives such as helping customers reduce waste and physical prototyping, and improve circularity and development time. We continued to make progress on our ‘product handprint’ initiative to describe how Ansys simulation products help our customers with use cases focused on aerospace, digital twins, gas turbines, and semiconductors. |

  20. Components of Our Compensation Program

    | ● | Innovation: We make significant investments in research and development and emphasize frequent, integrated product releases. In 2022, our total research and development expense was $433.7 million. |

  21. Components of Our Compensation Program

    Investing in our people and ONE Ansys culture – Our people are at the core of driving product innovation for our customers. We endeavor to create a culture of belonging and inclusion where employees can be themselves and thrive as a ONE Ansys team.

  22. Components of Our Compensation Program

    | ● | Engagement: Our employee engagement surveys are an important tool for listening to and understanding employees. Our 2022 engagement |

  23. Components of Our Compensation Program

    | score remained steady compared to 2021, confirming that our employees continue to be highly engaged. Our scores exceeded the external norm across all dimensions of engagement that were measured with themes this year, that included: employees feeling valued and part of a team; employees empowered to excel; and trust in the future vision that leaders are creating. Employees are also satisfied with continued opportunities for learning and development. |

  24. Components of Our Compensation Program

    | ● | Employee Resource Groups (“ERGs”): In 2022, we continued to grow our ERGs to foster a culture of inclusion and belonging so employees of different backgrounds can see themselves thriving at Ansys. More than 1,000 individual employees engaged in one or more ERGs in 2022. Our ERG community includes: Women in Tech at Ansys, Ansys Pride Alliance, Black Employee Network at Ansys, Veterans at Ansys, Ansys (dis)ability Network, and Ansys Latino Connection. |

  25. Components of Our Compensation Program

    Operating responsibly – We strive to reduce the environmental and climate impact of our operations by measuring, analyzing, and reducing our resource use and emissions. We have taken actions to promote ethical business practices, data security and good governance including:

  26. Components of Our Compensation Program

    | ● | Carbon Reduction Target: In 2022, we announced a target to reduce our scope 1 and scope 2 emissions 15 percent by 2027 against our 2019 baseline. We have made progress against this goal and are continuing our efforts to meet the target. |

  27. Components of Our Compensation Program

    | ● | Employee Ethical Conduct Training: In 2022, 94% of new hires completed code of business conduct and ethics training, 94% completed anti-corruption training, 94% completed anti-harassment training, and 98% of all employees completed export training. |

  28. Components of Our Compensation Program

    Collaborating with stakeholders – We engage with our stockholders, customers, employees, communities, and other stakeholders through feedback, engagement surveys, and by supporting the communities in which we live and work. We believe collaborating with our stakeholders supports our business success.

  29. Components of Our Compensation Program

    | ● | Materiality Assessment: We conducted an ESG materiality assessment as part of our ESG program. The assessment involved a series of interviews conducted by a third party with internal and external key stakeholders and online employee surveys deployed across main functional areas at Ansys. |

  30. Components of Our Compensation Program

    | ● | Community Support: Our philanthropic activities fall primarily in the areas of supporting our employee contributions and volunteer efforts in the areas of science, technology, engineering and math (“STEM”), health and human services, and public, cultural and scientific affairs. In 2022, Ansys donated nearly half a million dollars to these causes. Our philanthropic program also includes volunteer time off, which allows employees the opportunity to volunteer during working hours, and an employee match where Ansys matches a portion of the employees’ charitable contributions. |

  31. Components of Our Compensation Program

    | PROPOSAL 1 | Election of Three Class III Directors for Three-Year Terms |

  32. Components of Our Compensation Program

    Our Board is divided into three classes and is currently comprised of three directors in Class I, four directors in Class II and three directors in Class III. Directors serve for three-year terms with one class of directors being elected by our stockholders at each annual meeting. At the 2023 Annual Meeting, three Class III directors are nominated for re-election to serve until the annual meeting of stockholders in 2026 and until such directors’ successors are duly elected and qualified. Based on the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Ajei S. Gopal, Glenda M. Dorchak, and Robert M. Calderoni for election as Class III directors at the 2023 Annual Meeting. Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of Dr. Gopal, Ms. Dorchak and Mr. Calderoni. Proxies cannot be voted for a greater number of persons than the number of nominees named. The nominees have agreed to stand for election and to serve, if elected, as directors. However, if any person nominated by our Board is unable to stand for election, the proxies will be voted for the election of such other person or persons as our Board may recommend unless the Board determines to reduce the size of the Board. We maintain a majority voting policy for the election of directors coupled with a resignation policy in uncontested elections. To be elected in an uncontested election, a director must receive a majority of the votes cast. This means that the number of votes cast “FOR” such nominee’s election must exceed the number of votes cast “AGAINST” that nominee’s election. Broker non-votes and abstentions will have no effect on the outcome of the election. If, in any uncontested election of directors, any incumbent director nominee receives a greater number of votes cast “AGAINST” his or her re-election than “FOR” his or her re-election, he or she must promptly tender a resignation to the Board. The Board will then decide, through a process managed by the Nominating and Corporate Governance Committee and excluding the incumbent director nominee in question, whether to accept the resignation or take other action. THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS III DIRECTOR NOMINEES. DIRECTOR CLASSES AS OF THE 2023 ANNUAL MEETING

  33. Components of Our Compensation Program

    | Name | Age | Director Since | | Class I – Term Expires 2024 | | | | Jim Frankola | 58 | 2021 | | Alec D. Gallimore | 59 | 2017 | | Ronald W. Hovsepian | 62 | 2012 | | Class II – Term Expires 2025 | | | | Claire Bramley | 45 | 2022 | | Anil Chakravarthy | 55 | 2021 | | Barbara V. Scherer | 67 | 2013 | | Ravi Vijayaraghavan | 58 | 2020 | | Class III – Term Expires 2023 | | | | Ajei S. Gopal | 61 | 2011 | | Glenda M. Dorchak | 68 | 2018 | | Robert M. Calderoni | 63 | 2020 |

  34. Components of Our Compensation Program

    DIRECTOR DIVERSITY

  35. Components of Our Compensation Program

    | Board Diversity Matrix (As of March 28, 2023)* | | | | | | 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 | – | – | – | – |

  36. Components of Our Compensation Program

    * Based on director nominees’ self-identified diversity characteristics. DIRECTOR NOMINEES

  37. Components of Our Compensation Program

    | Robert M. Calderoni Age 63 Independent Director since 2020 Chair of Compensation Committee Strategic Partnerships and Transactions 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). |

  38. Components of Our Compensation Program

    | Glenda Dorchak Age 68 Independent Director since 2018 Audit Committee Nominating and Corporate Governance Committee Strategic Partnerships and Transactions Committee | 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 developer of wide bandgap semiconductors (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). |

  39. Components of Our Compensation Program

    | Ajei S. Gopal Age 61 Not Independent 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 previously served as a member of the Board of Directors of Citrix (2017-2021). |

  40. Components of Our Compensation Program

    CONTINUING DIRECTORS FOLLOWING THE 2023 ANNUAL MEETING

  41. Components of Our Compensation Program

    | Claire Bramley Age 45 Independent Director since 2022 Audit Committee | 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 |

  42. Components of Our Compensation Program

    | Anil Chakravarthy Age 55 Independent Director since 2021 Compensation Committee | 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 |

  43. Components of Our Compensation Program

    | Jim Frankola Age 58 Independent 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 has served as a Strategic Advisor to Cloudera, since 2021. 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 currently serves as a member of the Board of Directors of Cvent Holding Corp, a market-leading meetings, events and hospitality technology provider (2021-present). |

  44. Components of Our Compensation Program

    | Alec D. Gallimore Age 59 Independent Director since 2017 Audit Committee | Experience Dr. Gallimore has been the Robert J. Vlasic Dean of Engineering at the University of Michigan, a public university, since 2016. He has been the Richard F. and Eleanor A. Towner Professor of Engineering at the University of Michigan since 2015. He has held various positions of increasing responsibility at the University of Michigan since joining the institution in 1992. 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 engineering academic institution. Other Public Directorships Dr. Gallimore currently serves on the Board of Directors of PagerDuty, Inc., a cloud computing company (2020-present). |

  45. Components of Our Compensation Program

    | Ronald W. Hovsepian Age 62 Independent Director since 2012 Chairman of the Board Compensation Committee Nominating and Corporate Governance Committee 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 the President and Chief Executive Officer of Indigo Ag, Inc., an agricultural technology company, since 2020. 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). |

  46. Components of Our Compensation Program

    | Barbara V. Scherer Age 67 Independent Director since 2013 Audit Committee | 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. |

  47. Components of Our Compensation Program

    | Ravi Vijayaraghavan Age 58 Independent Director since 2020 Compensation Committee Chair of Nominating and Corporate Governance Committee Strategic Partnerships and Transactions 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 |

  48. Components of Our Compensation Program

    CORPORATE GOVERNANCE AT ANSYS

  49. Equity Compensation

    Equity Compensation Immediately following the annual meeting of stockholders in 2022, each then-serving non-employee director was granted a Restricted Stock Unit (“RSU”) award having a value of $300,000. In connection with Mr. Hovsepian’s strong leadership of and service to the Board, for 2022, the Board approved a grant of RSUs having a value of $350,000 to Mr. Hovsepian rather than the $300,000 in RSUs awarded to other directors. In addition, on December 15, 2022, Ms. Bramley received a prorated annual RSU award in connection with her election to the Board on such date. The annual RSU awards will generally vest upon the earlier of one year after grant or the next annual meeting of stockholders, subject to accelerated or prorated vesting under certain circumstances such as death or disability or change in control of the Company. Shares of our common stock will generally be issued at, or shortly following, the vesting of the RSUs. The grant date market value for determining the number of shares of common stock subject to each RSU award is the average closing price per share of the Company’s common stock over the 20 trading days immediately preceding and including the grant date. Prior to 2016, certain of our non-employee directors were granted deferred stock units (“DSUs”) as part of our director compensation program. In 2016, our Compensation Committee approved a plan to allow our non-employee directors to diversify DSUs held by them, subject to the Director Stock Ownership Guidelines described below. Since November 1, 2016, non-employee directors have been permitted to individually choose whether to retain all or part of their DSUs or to elect another investment alternative, such as an index or mutual fund or funds. This program is subject in all respects to our Director Stock Ownership Guidelines, meaning that directors would only be permitted to diversify DSUs held in excess of the required minimum ownership guidelines. Our employee directors do not receive additional compensation for service on the Board.

  50. Director Stock Ownership Guidelines

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2)(3) | Total ($) | | Claire Bramley | $2,475 | $121,783 | $124,258 | | Robert M. Calderoni | $80,000 | $281,300 | $361,300 | | Anil Chakravarthy | $55,000 | $281,300 | $336,300 | | Glenda Dorchak | $69,175 | $281,300 | $350,475 | | Jim Frankola | $56,125 | $281,300 | $337,425 | | Alec D. Gallimore | $55,000 | $281,300 | $336,300 | | Ronald W. Hovsepian | $175,000 | $328,141 | $503,141 | | Barbara V. Scherer | $78,875 | $281,300 | $360,175 | | Ravi Vijayaraghavan | $80,000 | $281,300 | $361,300 |

  51. 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 at risk 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 | | | Clawback provision on 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 | | |

  52. Our 2022 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 ACV and adjusted 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 ratably over a three-year period while employed | | Cash | Base Salary | ● Generally eligible for increases annually | | | Performance Bonus | ● Target performance bonus ranges from 60% to 150% of a named executive officer’s base salary ● May earn 0% to 200% of target bonus based on performance metrics of non-GAAP revenue and non-GAAP operating income, and individual performance ● Cash bonuses paid annually, if earned |

  53. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to retain the services and obtain the advice of external 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 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 2022 executive compensation program, including:

  54. Role of Compensation Consultant

    | ● | Assisting in developing a peer group of publicly traded companies to be used to help assess the competitiveness of executive compensation; |

  55. Role of Compensation Consultant

    | ● | Assisting in confirming a competitive compensation framework; |

  56. Role of Compensation Consultant

    | ● | Meeting regularly with the Compensation Committee to review all elements of executive compensation, including the competitiveness of our executive compensation program; |

  57. Role of Compensation Consultant

    | ● | Assisting in reviewing director compensation, including the competitiveness of our director compensation program; |

  58. Role of Compensation Consultant

    | ● | Assisting in the competitive assessment of the short-term cash and long-term equity incentive plans designs; |

  59. Role of Compensation Consultant

    | ● | Assisting in the risk assessment of our compensation program; and |

  60. Role of Compensation Consultant

    | ● | Assisting with the pay versus performance analysis. |

  61. Role of Compensation Consultant

    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 2022 did not raise any conflicts of interest.

  62. Peer Group Considerations

    Peer Group Considerations Our peer group of companies used for compensation benchmarking purposes was recommended by Compensia. In July 2021, Compensia conducted a formal review of our peer group for 2022. Based on the analysis, two companies were removed from our peer group (Aspen Technology, Inc. and Guidewire Software, Inc.) and four companies were added to our peer group (DocuSign, Inc., HubSpot, Inc., Twilio Inc. and VMware, Inc.). Peer company selection criteria include:

  63. Peer Group Considerations

    | ● | 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; |

  64. Peer Group Considerations

    | ● | Comparable revenue size (0.5x to 2.5x our revenue); and |

  65. Peer Group Considerations

    | ● | Comparable market capitalization (0.3x to 3.0x our market capitalization). |

  66. Peer Group Considerations

    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 2022 compensation consisted of the following companies:

  67. Peer Group Considerations

    | 2022 Peer Group | | | Akamai Technologies, Inc. | ServiceNow, Inc. | | Autodesk, Inc. | Splunk Inc. | | Cadence Design Systems, Inc. | Synopsis, Inc. | | Citrix Systems Inc. | Twilio Inc. | | DocuSign, Inc. | Tyler Technologies, Inc. | | HubSpot, Inc. | Veeva Systems, Inc. | | Nuance Communications, Inc. | Verisign, Inc. | | Paycom Software, Inc. | VMware, Inc. | | PTC Inc. | Workday, Inc. |

  68. Peer Group Considerations

    We ranked at the 41st percentile on revenue, 49th percentile on 30-day average market cap, 25th percentile on number of employees and 95th percentile on operating margin within this group when Compensia conducted the analysis in August 2021.

  69. Components of Compensation Program and Fiscal 2022 Compensation

    | ● | Performance-based cash bonus; |

  70. Components of Compensation Program and Fiscal 2022 Compensation

    | ● | Performance-based and time-based equity awards in the form of PSUs and RSUs; and |

  71. Components of Compensation Program and Fiscal 2022 Compensation

    | ● | Severance and change in control-related payments and benefits. |

  72. Components of Compensation Program and Fiscal 2022 Compensation

    | ● | Importance of particular skill sets and professional abilities to the achievement of long-term strategic goals; and |

  73. Base Salaries

    | ● | External competitiveness of the officer’s base salary and overall total compensation (as compared to the peer group for similar positions, if applicable); and |

  74. 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 tied to our performance. In support of this objective, we generally provide annual performance-based cash bonuses for our named executive officers, based on achievement against corporate and individual performance objectives established at the beginning of the calendar year. Performance-based cash bonuses are designed to reward executives based on the achievement of our financial goals as well as individual performance goals tied to the executive’s functional role. Executives are assigned a target bonus opportunity each year. Actual bonus awards are calculated based on our financial performance during the year and achievement of individual performance results, which are considered on a qualitative basis. At the beginning of 2022, the Board approved the performance objectives for the Company that the Compensation Committee and Dr. Gopal used to design our named executive officers’ cash bonus opportunity for 2022. The Compensation Committee determined and approved both individual and Company metrics. The Compensation Committee determined that non-GAAP revenue and non-GAAP operating income were the appropriate financial performance metrics to measure short term company performance. The weightings of non-GAAP revenue, non-GAAP operating income and individual performance to determine the overall performance based annual cash bonus are set forth in the tables below.

  75. Performance Based Cash Bonuses

    | 2022 Annual Incentive Plan: Metric Weighting | | | | | | Non-GAAP Revenue | Non-GAAP Operating Income | Individual Results* | | CEO | 42.5% | 42.5% | 15% | | Other Named Executive Officers | 37.5% | 37.5% | 25% | | 2022 Annual Incentive Plan: Financial Metric | | | | | Non-GAAP Revenue Performance ($ in millions) | | | | | Achievement Level | Amount | +/-Target | Payout as % of Target | | Maximum | $2,282.5 | 110% | 200% | | Target | $2,075.0 | 100% | 100% | | Threshold | $1,867.5 | 90% | 50% | | Non-GAAP Operating Income Performance ($ in millions) | | | | | Achievement Level | Amount | +/-Target | Payout as % of Target | | Maximum | $946.9 | 110% | 200% | | Target | $860.8 | 100% | 100% | | Threshold | $774.7 | 90% | 50% |

  76. Performance Based Cash Bonuses

    * Performance ranges from 0 to 200% on this metric as determined by the Compensation Committee. 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. Non-GAAP revenue is calculated in accordance with GAAP for the year ended December 31, 2022, and then adjusted to include revenue not reported during the period as a result of the acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations closed prior to 2022. For the purpose of calculating performance for compensation, non-GAAP revenue is further 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, 2022 and then adjusted to (i) include revenue not reported during the period as a result of the acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations closed prior to 2022, (ii) exclude stock-based compensation expense and excess payroll taxes related to stock-based awards, (iii) exclude amortization expense associated with intangible assets acquired in business combinations and (iv) 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. The individual results are determined for each of our named executive officers by using qualitative metrics that are established at the beginning of the fiscal year. The Compensation Committee reviews and approves the CEO’s qualitative metrics, which are aimed at implementing the Company’s strategic objectives. The CEO then leads a discussion with the Compensation Committee about the qualitative metrics of the named executive officers, which are intended to implement the CEO’s goals and the primary areas of focus of the relevant functional duties. Each qualitative goal of the named executive officers approved by the Compensation Committee takes into account the strategic priorities of the Company and the most impactful way in which the relevant business unit or function can meet the Company’s overall targets. The Compensation Committee believes these qualitative individual metrics are challenging, yet attainable. Due to their long-term strategic nature, and for competitive harm reasons, we do not disclose details of the goals tied to the individual metrics or actual results. We believe that the threshold individual goals have been established at levels that should be appropriately difficult to attain, and that the target individual goals will require considerable and increasing collective effort on the part of our employees, including our NEOs, to achieve. Achievement of the maximum individual goals are considered to be stretch goals given current market conditions. In the past three years, individual performance metric results have averaged 165% in 2022, 184% in 2021, and 163% in 2020 for our NEOs. For the named executive officers, the qualitative metrics for 2022 included operational improvements to support the business as it scales, talent acquisition diversity objectives to attract, retain and promote diverse top talent, successful completion of acquisitions and partnerships in line with strategic objectives and the seamless integration of newly acquired companies, enhancing core technologies and extending adjacent technologies, and strengthening investor engagement. 2022 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:

  77. Performance Based Cash Bonuses

    | Named Executive Officer | 2022 Target Bonus as % of Salary | 2022 Target Cash Bonus Opportunity* | | Ajei S. Gopal | 150% | $1,265,625 | | Nicole Anasenes | 75% | $339,649 | | Shane Emswiler | 75% | $291,638 | | Janet Lee | 60% | $221,105 | | Richard Mahoney | 100% | $425,807 |

  78. Performance Based Cash Bonuses

    * Except for Mr. Mahoney, amounts shown relate to base earnings for 2022 as shown in the Salary column of the 2022 Summary Compensation Table. Mr. Mahoney’s 2022 Target Cash Bonus Opportunity relates to his 2022 annualized earned salary had he not voluntarily departed the Company on May 5, 2022. 2022 Actual Performance Based Cash Bonus Payments We achieved the following results as it relates to the 2022 Performance Based Cash Bonus metrics:

  79. Performance Based Cash Bonuses

    | 2022 Executive Incentive Plan: Metrics | | | | Non-GAAP Revenue Performance ($ in millions) | | | | Target Amount | Achievement Amount | +/- Target | | $2,075.0 | $2,173.6 | 104.8% | | Non-GAAP Operating Income Performance ($ in millions) | | | | Target Amount | Achievement Amount | +/- Target | | $860.8 | $931.3 | 108.2% |

  80. Performance Based Cash Bonuses

    The calculations used to determine the 2022 Performance Based Cash Bonus amounts earned by each NEO are shown in the following table:

  81. Performance Based Cash Bonuses

    | Named Executive Officer | Metric | Weighting | Achievement Level | Payout as % of Target | Weighted Achievement Level | Total Payout as % of Target | | Ajei S. Gopal | Non-GAAP Revenue | 42.5% | 104.8% | 147.5% | 62.7% | 164.7% | | | Non-GAAP Operating Income | 42.5% | 108.2% | 181.9% | 77.3% | | | | Individual | 15.0% | * | 164.7% | 24.7% | | | Nicole Anasenes | Non-GAAP Revenue | 37.5% | 104.8% | 147.5% | 55.3% | 164.8% | | | Non-GAAP Operating Income | 37.5% | 108.2% | 181.9% | 68.2% | | | | Individual | 25.0% | * | 165.0% | 41.3% | | | Shane Emswiler | Non-GAAP Revenue | 37.5% | 104.8% | 147.5% | 55.3% | 164.8% | | | Non-GAAP Operating Income | 37.5% | 108.2% | 181.9% | 68.2% | | | | Individual | 25.0% | * | 165.0% | 41.3% | | | Janet Lee | Non-GAAP Revenue | 37.5% | 104.8% | 147.5% | 55.3% | 164.8% | | | Non-GAAP Operating Income | 37.5% | 108.2% | 181.9% | 68.2% | | | | Individual | 25.0% | * | 165.0% | 41.3% | | | Richard Mahoney | Non-GAAP Revenue | 37.5% | 104.8% | –% | –% | –% | | | Non-GAAP Operating Income | 37.5% | 108.2% | –% | –% | –% | | | Individual | 25.0% | –% | –% | –% | |

  82. Performance Based Cash Bonuses

    * After a review of each NEO’s performance in 2022, the Compensation Committee approved each NEO’s achievement level based on their individual performance relative to their functional position goals and other factors. ** In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive any 2022 Performance Based Cash Bonus payout. As a result of individual performance results reflected above, the Compensation Committee awarded cash bonuses in the following amounts:

  83. Performance Based Cash Bonuses

    | Named Executive Officer | 2022 Cash Bonus Paid | 2022 Cash Bonus Paid as % of Salary* | 2022 Cash Bonus Paid as % of Target* | | Ajei S. Gopal | $2,084,485 | 247.1% | 164.7% | | Nicole Anasenes | $559,656 | 123.6% | 164.8% | | Shane Emswiler | $480,547 | 123.6% | 164.8% | | Janet Lee | $364,326 | 98.9% | 164.8% | | Richard Mahoney | $— | N/A | N/A |

  84. Performance Based Cash Bonuses

    * Rounded to the nearest tenth percent. Amounts shown relate to base earnings for 2022 as shown in the Salary column of the 2022 Summary Compensation Table. In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive any 2022 Performance Based Cash Bonus payout.

  85. 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 ACV, adjusted 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 2022 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 2022. 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”). In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited all of his outstanding unvested equity awards, including the 2022, 2021 and 2020 PSUs, 2022 RSUs, and 2019 Special PSUs described below. Performance Metrics for Regular-Cycle 2022 PSU Awards For the 2022 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, 2024. 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, 2022) and the return of the 10-trading day average price at the end of the relevant period (December 31, 2024). The 2022 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:

  86. Long-Term Equity Compensation

    | Sample Ansys Total Stockholder Return | Sample Performance Measurement Index | Difference between Sample Ansys TSR and Index | 2022 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% |

  87. Long-Term Equity Compensation

    Please see “Grants of Plan-Based Awards in Fiscal 2022 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 2022 sub-performance period of the 2020, 2021, and 2022 Operating Metric PSUs, the Compensation Committee selected ACV and adjusted cash flow, as described below. ACV is a financial metric for which there is no comparable GAAP measure. This metric is calculated as follows:

  88. Long-Term Equity Compensation

    | ● | The annualized value of maintenance and subscription lease contracts with start dates or anniversary dates during the period, plus |

  89. Long-Term Equity Compensation

    | ● | the value of perpetual license contracts with start dates during the period, plus |

  90. Long-Term Equity Compensation

    | ● | the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus |

  91. Long-Term Equity Compensation

    | ● | the value of work performed during the period on fixed-deliverable services contracts. |

  92. Long-Term Equity Compensation

    To arrive at adjusted ACV, we calculated ACV for the year ended December 31, 2022 and then adjusted to reflect results at planned foreign currency exchange rates. Adjusted operating cash flow was calculated in accordance with GAAP for the year ended December 31, 2022, and then adjusted to reflect results at planned foreign currency exchange rates. The goals for the 2022 sub-performance period within each of the 2020, 2021 and 2022 Operating Metric PSUs are based on the attainment of adjusted ACV and the attainment of adjusted operating cash flow as outlined below. The number of PSUs earned between levels will be determined through straight-line interpolation. The goals for any remaining sub-performance periods will be disclosed after the end of the applicable sub-performance period.

  93. Long-Term Equity Compensation

    | Adjusted ACV ($ in millions) | | < 1,920.0 | 1,939.2 | 1,959.4 | 1,979.6 | 1,999.8 | 2,020.0 | 2,031.3 | 2,042.7 | 2,054.0 | 2,088.0 | 2,105.0 | | Adjusted Operating Cash Flow ($ in millions) | $622.9 | 0% | 70% | 85% | 100% | 125% | 150% | 175% | 175% | 175% | 200% | 200% | | | $601.5 | 0% | 55% | 70% | 85% | 100% | 125% | 150% | 175% | 175% | 200% | 200% | | | $580.0 | 0% | 40% | 55% | 70% | 85% | 100% | 125% | 150% | 175% | 200% | 200% | | | $558.5 | 0% | 36% | 50% | 63% | 77% | 90% | 125% | 150% | 175% | 200% | 200% | | | $537.1 | 0% | 32% | 44% | 56% | 68% | 80% | 112% | 135% | 175% | 200% | 200% | | | $515.6 | 0% | 24% | 33% | 42% | 51% | 60% | 100% | 120% | 157% | 180% | 200% | | | $494.2 | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 140% | 160% | 180% | | | <$494.2 | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% |

  94. Long-Term Equity Compensation

    2022 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.

  95. Long-Term Equity Compensation

    | Named Executive Officer | # of RSUs Received in 2022 | # of PSUs Received in 2022 (at target) | | Ajei S. Gopal | 32,792 | 32,791 | | Nicole Anasenes | 8,119 | 8,118 | | Shane Emswiler | 8,119 | 8,118 | | Janet Lee | 3,903 | 3,903 | | Richard Mahoney | 8,119 | 8,118 |

  96. Long-Term Equity Compensation

    TSR Metric As described above, the 2022 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, 2024. Operating Metric In 2022, we achieved adjusted ACV of $2,120.0 million and adjusted operating cash flow of $675.2 million resulting in a payout at 200% of target for the 2022 sub-performance period for each of the 2022, 2021 and 2020 Operating Metric PSUs. In the case of the 2022 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. 2022 RSU Awards Each named executive officer received 50% of their target long-term equity compensation in the form of RSUs, which generally vest ratably on the first, second, and third anniversaries of the grant date. 2020 and 2021 PSU Awards TSR Metric The 2020 TSR PSUs were paid out following the end of a three-year period ended December 31, 2022. 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, 2020) and the return of the 10-trading day average price at the end of the performance period (December 31, 2022). For the 2020 TSR PSUs, the results were as follows:

  97. Long-Term Equity Compensation

    | | Beginning Average | Ending Average | Result | | Ansys TSR | $256.98 | $238.79 | (7.08)% | | Index TSR | $8,930.94 | $10,499.30 | 17.56% |

  98. Long-Term Equity Compensation

    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 twenty-five percentage points or more. For the three-year period ended December 31, 2022, the Company’s TSR underperformed the Index by 24.6 percentage points, resulting in a payout of 26.0% of target for the 2020 TSR PSUs. This resulted in the following share payouts to our NEOs:

  99. Long-Term Equity Compensation

    | Named Executive Officer | Number of Shares of Common Stock | | Ajei S. Gopal | 1,166 | | Nicole Anasenes* | N/A | | Shane Emswiler | 289 | | Janet Lee | 149 | | Richard Mahoney** | N/A |

  100. Long-Term Equity Compensation

    * Ms. Anasenes was not an employee at the time the 2020 TSR PSUs were granted. ** In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive the 2020 TSR PSU payout in 2022. The 2021 TSR PSUs measure our TSR as compared to the Index at the end of a three-year period ending December 31, 2023 and will pay out, if earned, following the end of that period. Operating Metric Under the terms of the 2020 Operating Metric PSUs, the 2022 third sub-performance period was earned at 200% based on the performance scale described above. Upon the completion of the performance period for this award, the following shares were paid out for the three sub-performance periods:

  101. Long-Term Equity Compensation

    | Named Executive Officer | Number of Shares of Common Stock | | Ajei S. Gopal | 28,895 | | Nicole Anasenes* | N/A | | Shane Emswiler | 7,165 | | Janet Lee | 3,829 | | Richard Mahoney** | N/A |

  102. Long-Term Equity Compensation

    * Ms. Anasenes was not an employee at the time the 2020 Operating Metric PSUs were granted. ** In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive the 2020 Operating Metric PSU payout in 2022. For the 2021 Operating Metric PSU awards, the 2022 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, 2023, contingent upon the named executive officer’s continued employment through such date and certification of the performance results. 2019 Special PSU Awards As described in our 2020 proxy statement, in November 2019 the Compensation Committee approved a long-term PSU grant (“Special PSUs”) to a group of key executives including Dr. Gopal, Mr. Emswiler and Mr. Mahoney. In December 2020, in connection with Ms. Anasenes joining the Company’s management team as Senior Vice President, Ms. Anasenes also received a Special PSUs grant. The size of the target award granted to each of these executives was as follows:

  103. Long-Term Equity Compensation

    | Executive | Target Award (dollar value at grant) | Target Award (number of shares) | | Ajei S. Gopal | $7.3 million | 31,638 | | Nicole Anasenes | $2.1 million | 6,090 | | Shane Emswiler | $3.1 million | 13,559 | | Richard Mahoney | $3.1 million | 13,559 |

  104. Long-Term Equity Compensation

    A three-step process determined final payouts for these awards. First, the number of Special PSUs to be earned was based on achievement of 2022 reported ACV. Second, any payout based on ACV was subject to downward adjustment based on the three-year average reported non-GAAP operating margin. Third, any payout percentage based on the first two steps was further subject to upward or downward adjustment based on certain individual performance criteria. In the first payout determination step, the preliminary achievement percentage was calculated based on our 2022 reported ACV as compared to the scale below. In 2022, we achieved reported ACV of $2,031.7 million, resulting in an initial percentage of 107.9% of the target number of Special PSUs being earned.

  105. Long-Term Equity Compensation

    | ACV Year Ended (December 31, 2022) | Initial Number of Earned Special PSUs (as percentage of Target Award) | | <$1.80 billion | 0% | | $1.80 billion | 50% | | $2.00 billion | 100% | | ≥$2.20 billion | 150% |

  106. Long-Term Equity Compensation

    In the second payout determination step, the initial percentage of the earned target number of Special PSUs was subject to downward adjustment based on the three-year average reported non-GAAP operating margin. This modifier only applied if the three-year average non-GAAP operating margin percentage as reported in our public filings for 2020, 2021 and 2022 was less than 40%, based on the scale below. Our three-year average non-GAAP operating margin percentage was 42%, therefore, no modifier was applied.

  107. Long-Term Equity Compensation

    | Non-GAAP Operating Margin | Modifier | | ≥40% | 100% | | 39% | 95% | | 38% | 90% | | 37% | 85% | | 36% | 80% | | 35% | 75% | | < 35% | 0% |

  108. Long-Term Equity Compensation

    In the third payout determination step the Compensation Committee considered certain individual qualitative factors in the areas of sales and marketing, product and research and development and human capital management to further adjust the payout amount upwards by 10%. Based on the three determination steps above, the following shares were paid out in connection with the Special PSUs:

  109. Long-Term Equity Compensation

    | Named Executive Officer | Percentage of Target Award Earned | Number of Shares of Common Stock | | Ajei S. Gopal | 118.7% | 37,554 | | Nicole Anasenes | 118.7% | 7,228 | | Shane Emswiler | 118.7% | 16,094 | | Richard Mahoney* | N/A | N/A |

  110. Long-Term Equity Compensation

    * In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive the Special PSUs payout in 2022.

  111. Other Compensation Policies and Information

    Other Compensation Policies and Information 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 Executive Severance Plan 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. Stock Ownership Guidelines The Board believes that directors and senior officers should hold a meaningful financial stake in the Company to further align their interests with those of our stockholders and to build an ownership mentality among our senior employees. As a result, the Board has adopted stock ownership guidelines for senior management. As of December 31, 2022, each of the named executive officers was in compliance with our stock ownership guidelines or was on track to do so by the end of the applicable five-year period. The Board most recently reviewed these guidelines as of October 2022, and no changes were made.

  112. Post-Employment Compensation

    Post-Employment Compensation Retirement Benefits We do not provide pension arrangements or post-retirement health coverage for our named executive officers, except as provided in our Executive Severance Plan and the CEO’s employment agreement. Our U.S.-based employees, including the executives, are eligible to participate in our 401(k) plan or that of one of our subsidiaries. In any plan year, we will contribute to each participant a matching contribution as follows: a dollar-for-dollar match for the first 3% an employee contributes to their 401(k) account, and a 25% match on the next 5% an employee contributes, for a maximum matching payment by us of 4.25%. All executives are eligible to participate in the retirement plans offered generally to employees in the location where they are employed. Nonqualified Deferred Compensation We do not provide any nonqualified defined contribution or other deferred compensation plans to our executive officers. 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. Dr. Gopal Employment Agreement We entered into an employment agreement with Dr. Gopal on August 29, 2016 (the “Gopal Agreement”), pursuant to which Dr. Gopal’s employment was for an initial term of one year and annually automatically renews for additional one-year periods unless either party elects not to renew on 60 days prior written notice or the employment is earlier terminated by either party. 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) in certain circumstances, a monthly payment would be made by us of an amount equal to the employer health insurance contribution amount that would have been paid in respect of Dr. Gopal for at most 24 months following such termination and (iii) the period of time during which Dr. Gopal may exercise his vested stock options shall be extended to the longer of (x) three 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 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 (a) the amounts described in clause (i) above, which will be paid in a lump sum in certain circumstances rather than over 24 months, (b) the acceleration and vesting of all outstanding stock options or other stock-based awards held by Dr. Gopal, subject to any performance or metric-based requirements set forth therein which shall be separately determined as set forth in the applicable award agreement and (c) in certain circumstances, a monthly payment by us of an amount equal to the employer health insurance contribution amount that would have been paid in respect of Dr. Gopal for at most 24 months following such termination. 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. Executive Severance Plan In 2010, we adopted the ANSYS, Inc. Executive Severance Plan, which was amended in 2014, (the “Executive Severance Plan”), for executives and other employees selected for participation by our Compensation Committee. 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. 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 receive a lump-sum severance payment equal to the sum of six months’ base salary and target bonus and an amount equal to the earned, but unpaid, portion of the covered executive’s target bonus, as well as 12 months’ health and welfare benefits and outplacement services up to $15,000. 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, in either case within 18 months after a change in control of the Company, the covered executive will (a) receive a lump-sum severance payment equal to the sum of 12 months’ base salary and target bonus and an amount equal to the earned, but unpaid, portion of the covered executive’s target bonus, (b) receive 12 months’ health and welfare benefits and outplacement services up to $15,000 and (c) have all outstanding stock based awards accelerate and become fully vested and non-forfeitable as of the date of such termination of employment. 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. COMPENSATION COMMITTEE REPORT Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the year ended December 31, 2022 with management and based on such review and discussion, has recommended to our Board of Directors that the CD&A be included in our proxy statement for the 2023 Annual Meeting and be incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the Securities and Exchange Commission.

  113. Compensation Committee

    | ● | Our performance-based cash bonus awards are based, in part, on the achievement of at least two quantitative performance measures, thus diversifying the risk associated with any single indicator of performance. |

  114. Compensation Committee

    | ● | Awards under our performance-based cash bonus programs are based on overall performance and qualitative individual goals that vary depending on each executive’s role, which limits the risk associated |

  115. Compensation Committee

    | with awarding cash bonuses based solely on Company financial performance against established metrics. |

  116. Compensation Committee

    | ● | Assuming achievement of a threshold level of performance, payouts under our performance-based plans result in some compensation at levels below full target achievement rather than an “all-or-nothing” approach, which could engender excessive risk taking. |

  117. Compensation Committee

    | ● | We award our executives PSUs that are earned based, in part, on the performance of our common stock over a cumulative three-year period providing them with strong incentives to increase stockholder value over the long-term. Pay-outs under this plan are capped at 200% of target to prevent excessive compensation or risk taking on the part of the participants. |

  118. Compensation Committee

    | ● | Our Compensation Committee determines achievement levels under the Company’s performance-based cash bonus program in its discretion after reviewing Company and executive performance and which program similarly caps pay-outs to prevent excessive compensation or risk-taking. |

  119. Compensation Committee

    | 2022 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 | 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 | | | 2020 | $818,750 | $247,500 | $12,276,512 | $719,483 | $27,288 | $14,089,533 | | Nicole Anasenes, Senior Vice President and Chief Financial Officer | 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 | | | 2020 | $74,439 | – | $4,449,571 | – | $538 | $4,524,548 | | Shane Emswiler, Senior Vice President, Products | 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 | | | 2020 | $312,995 | $91,417 | $2,939,182 | $185,028 | $10,833 | $3,539,455 | | Janet Lee, Senior Vice President, General Counsel and Secretary | 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 | | | 2020 | $336,402 | $63,538 | $1,784,660 | $154,321 | $27,288 | $2,366,209 | | Richard Mahoney, Former Senior Vice President, Worldwide Sales and Customer Excellence | 2022 | $147,002 | $– | $4,833,564 | $– | $11,987 | $4,992,553 | | | 2021 | $413,406 | $206,703 | $4,722,909 | $589,413 | $11,650 | $5,944,081 | | | 2020 | $401,365 | $151,616 | $3,859,449 | $306,870 | $11,288 | $4,730,588 |

  120. Compensation Committee

    | GRANTS OF PLAN-BASED AWARDS IN FISCAL 2022 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) | 2/16/22 | $537,891 | $1,075,781 | $2,151,562 | | | | | | | | | | (2) 3/3/2022 | 2/16/22 | | | | 2,099 | 8,744 | 17,488 | | | | 2,765,203 | | | (3) 3/3/2022 | 2/16/22 | | | | 1,640 | 6,558 | 13,116 | | | | 1,973,565 | | | (4) 3/3/2022 | 2/16/22 | | | | | | | 32,792 | | | 10,370,142 | | | (5) 3/3/2021 | 2/16/22 | | | | 1,453 | 6,053 | 12,106 | | | | 1,914,201 | | | (6) 3/3/2020 | 2/16/22 | | | | 1,436 | 5,984 | 11,968 | | | | 1,892,380 | | Nicole Anasenes, Senior Vice President and Chief Financial Officer | (1) | 2/16/22 | $127,369 | $254,737 | $509,474 | | | | | | | | | | (2) 3/3/2022 | 2/16/22 | | | | 520 | 2,165 | 4,330 | | | | 684,660 | | | (3) 3/3/2022 | 2/16/22 | | | | 406 | 1,623 | 3,246 | | | | 488,426 | | | (4) 3/3/2022 | 2/16/22 | | | | | | | 8,119 | | | 2,567,553 | | | (5) 3/3/2021 | 2/16/22 | | | | 342 | 1,424 | 2,848 | | | | 450,326 | | Shane Emswiler, Senior Vice President, Products | (1) | 2/16/22 | $109,365 | $218,729 | $437,458 | | | | | | | | | | (2) 3/3/2022 | 2/16/22 | | | | 520 | 2,165 | 4,330 | | | | 684,660 | | | (3) 3/3/2022 | 2/16/22 | | | | 406 | 1,623 | 3,246 | | | | 488,426 | | | (4) 3/3/2022 | 2/16/22 | | | | | | | 8,119 | | | 2,567,553 | | | (5) 3/3/2021 | 2/16/22 | | | | 436 | 1,816 | 3,632 | | | | 574,292 | | | (6) 3/3/2020 | 2/16/22 | | | | 356 | 1,484 | 2,968 | | | | 469,300 | | Janet Lee, Senior Vice President, General Counsel and Secretary | (1) | 2/16/22 | $82,915 | $165,829 | $331,658 | | | | | | | | | | (2) 3/3/2022 | 2/16/22 | | | | 250 | 1,041 | 2,082 | | | | 329,206 | | | (3) 3/3/2022 | 2/16/22 | | | | 195 | 780 | 1,560 | | | | 234,733 | | | (4) 3/3/2022 | 2/16/22 | | | | | | | 3,903 | | | 1,234,285 | | | (5) 3/3/2021 | 2/16/22 | | | | 145 | 605 | 1,210 | | | | 191,325 | | | (6) 3/3/2020 | 2/16/22 | | | | 184 | 766 | 1,532 | | | | 242,240 | | Richard Mahoney, Former Senior Vice President, Worldwide Sales and Customer Excellence(8) | (1) | 2/16/22 | $159,678 | $319,355 | $638,710 | | | | | | | | | | (2) 3/3/2022 | 2/16/22 | | | | 520 | 2,165 | 4,330 | | | | 684,660 | | | (3) 3/3/2022 | 2/16/22 | | | | 406 | 1,623 | 3,246 | | | | 488,426 | | | (4) 3/3/2022 | 2/16/22 | | | | | | | 8,119 | | | 2,567,553 | | | (5) 3/3/2021 | 2/16/22 | | | | 427 | 1,780 | 3,560 | | | | 562,907 | | | (6) 3/3/2020 | 2/16/22 | | | | 402 | 1,676 | 3,352 | | | | 530,018 |

  121. Compensation Committee

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2022 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 | 208,882 | | | 95.09 | 8/31/2026 | | | | (2) | | | | | | | | 7,480 | 1,807,093 | | (3) | | | | | | | | 15,134 | 3,656,223 | | (4) | | | | | | | | 32,792 | 7,922,219 | | (5) | | | | | | | | 37,554 | 9,072,671 | | (6) | | | | | | | | 28,895 | 6,980,743 | | (7) | | | | | | | | 1,166 | 281,694 | | (8) | | | | | | | | 24,212 | 5,849,377 | 12,110 | 2,925,655(9) | | | | | | | | | | 9,080 | 2,193,637(10) | | | | | | | | 17,488 | 4,224,926 | 34,978 | 8,450,335(11) | | | | | | | | | | 13,116 | 3,168,694(12) | | Nicole Anasenes, Senior Vice President and Chief Financial Officer | | | | | | 2,030 | 490,428 | | (13) | | | | | | | | 7,228 | 1,746,213 | | (14) | | | | | | | | 3,561 | 860,302 | | (4) | | | | | | | | 8,119 | 1,961,469 | | (5) | | | | | | | | 5,696 | 1,376,097 | 2,850 | 688,532(9) | | | | | | | | | | 2,136 | 516,036(10) | | | | | | | | 4,330 | 1,046,085 | 8,660 | 2,092,169(11) | | | | | | | | | | 3,246 | 784,201(12) | | Shane Emswiler, Senior Vice President, Products | | | | | | 1,855 | 448,149 | | (3) | | | | | | | | 4,540 | 1,096,819 | | (4) | | | | | | | | 8,119 | 1,961,469 | | (5) | | | | | | | | 16,094 | 3,888,149 | | (6) | | | | | | | | 7,165 | 1,730,992 | | (7) | | | | | | | | 289 | 69,820 | | (8) | | | | | | | | 7,264 | 1,754,910 | 3,632 | 877,455(9) | | | | | | | | | | 2,724 | 658,091(10) | | | | | | | | 4,330 | 1,046,085 | 8,660 | 2,092,169(11) | | | | | | | | | | 3,246 | 784,201(12) |

  122. Compensation Committee

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2022 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (19) | 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 ($) (19) | | Janet Lee, Senior Vice President, General Counsel and Secretary | | | | | | 958 | 231,443 | | (3) | | | | | | | | 1,514 | 365,767 | | (4) | | | | | | | | 3,903 | 942,926 | | (5) | | | | | | | | 3,698 | 893,400 | | (7) | | | | | | | | 149 | 35,997 | | (8) | | | | | | | | 131 | 31,648 | | (15) | | | | | | | | 2,420 | 584,648 | 1,212 | 292,807(9) | | | | | | | | | | 908 | 219,364(10) | | | | | | | | 2,082 | 502,990 | 4,164 | 1,005,981(11) | | | | | | | | | | 1,560 | 376,880(12) | | Richard Mahoney, Former Senior Vice President, Worldwide Sales and Customer Excellence(16) | | | | | | | | | |

  123. Compensation Committee

    | OPTION EXERCISES AND STOCK VESTED IN FISCAL 2022 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 | | | 65,720 | $21,092,634 | | Nicole Anasenes, Senior Vice President and Chief Financial Officer | | | 3,810 | $1,060,014 | | Shane Emswiler, Senior Vice President, Products | | | 16,722 | $5,292,112 | | Janet Lee, Senior Vice President, General Counsel and Secretary | | | 10,933 | $3,513,999 | | Richard Mahoney, Former Senior Vice President, Worldwide Sales and Customer Excellence | | | 23,462 | $7,536,485 |

  124. Compensation Committee

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL UNDER EMPLOYMENT OR OTHER AGREEMENTS TABLE* | | | | | | Event | Ajei Gopal | Nicole Anasenes | Shane Emswiler | Janet Lee | | Retirement | | | | | | No Payments | N/A | N/A | N/A | N/A | | Total | $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 | $1,700,000 | $228,094 | $195,852 | $187,500 | | Annual Bonus at Target | $2,550,000 | $513,210 | $440,666 | $337,500 | | Accelerated RSUs | $0 | $0 | $0 | $0 | | Outplacement Services | $0 | $15,000 | $15,000 | $15,000 | | Continued Health Care Benefits | $37,350 | $21,788 | $18,360 | $18,360 | | Total | $4,287,350 | $778,092 | $669,878 | $558,360 | | Death (2) | | | | | | Accelerated RSUs | $13,385,536 | $3,312,199 | $3,506,437 | $1,540,136 | | Prorated PSUs | $27,668,578 | $4,471,106 | $8,840,020 | $2,184,457 | | Total | $41,054,114 | $7,783,305 | $12,346,457 | $3,724,593 | | Disability (2) | | | | | | Accelerated RSUs | $13,385,536 | $3,312,199 | $3,506,437 | $1,540,136 | | Prorated PSUs | $27,668,578 | $4,471,106 | $8,840,020 | $2,184,457 | | Total | $41,054,114 | $7,783,305 | $12,346,457 | $3,724,593 | | Voluntary Termination and Termination for Cause | | | | | | No Payments | N/A | N/A | N/A | N/A | | Total | $0 | $0 | $0 | $0 | | Change in Control with Termination (3) | | | | | | Prorated Annual Cash Incentive Compensation | $2,550,000 | $684,281 | $587,555 | $450,000 | | Accelerated Stock Options | $– | $0 | $0 | $0 | | Accelerated RSUs | $13,385,536 | $3,312,199 | $3,506,437 | $1,540,136 | | PSUs (assumed at target) | $26,470,533 | $4,722,843 | $8,226,140 | $2,216,588 | | Cash Severance Payment | $1,700,000 | $456,187 | $391,703 | $375,000 | | Continued Health Care Benefits | $37,350 | $21,788 | $18,360 | $18,360 | | Outplacement Services | $0 | $15,000 | $15,000 | $15,000 | | Total | $44,143,419 | $9,212,298 | $12,745,195 | $4,615,084 |

  125. Compensation Committee

    | ● | As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable NEOs. However, these CAP amounts may not necessarily reflect the final compensation that our NEOs actually earned or walked away with for their service in the Covered Years, respectively. |

  126. Pay Versus Performance Table

    Pay Versus Performance Table

  127. 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) | | | | 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 |

  128. Pay Versus Performance Table

    (1) Dr. Gopal served as our principal executive officer (“PEO”) for the full year for each Covered Year. 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. (2) For each Covered Year, the values included in this column for the CAP to our PEO and the average CAP to our NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:

  129. Pay Versus Performance Table

    | DR. GOPAL | 2022 | 2021 | 2020 | | Summary Compensation Table Total for PEO (column (b)) | $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 | $(18,915,491) | $(15,431,959) | $(12,276,512) | | - SCT “Option Awards” column value | $– | $– | $– | | + year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as of the Covered Year-end | $16,469,081 | $20,482,912 | $13,833,624 | | +/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | $(6,589,120) | $1,800,566 | $9,433,176 | | + vesting date fair value of equity awards granted and vested in the Covered Year end | $2,891,350 | $5,546,687 | $2,151,513 | | +/- year-over-year change in fair value of equity awards granted in prior years that vested in the Covered Year | $(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)) | $6,345,680 | $30,494,209 | $35,102,268 |

  130. Pay Versus Performance Table

    | AVERAGE FOR NON-PEO NEOS | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO NEOs (column (d)) | $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 | $(4,010,137) | $(3,330,951) | $(3,650,409) | | - SCT “Option Awards” column value | $– | $– | $– | | + year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as of the Covered Year-end | $2,544,158 | $4,278,023 | $3,867,188 | | +/- year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the Covered Year-end | $(1,050,107) | $468,892 | $2,369,501 | | + vesting date fair value of equity awards granted and vested in the Covered Year | $271,789 | $1,262,004 | $499,861 | | +/- year-over-year change in fair value of equity awards granted in prior years that vested in the Covered Year | $(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)) | $(2,022,048) | $7,025,221 | $8,449,049 |

  131. 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. (3) 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. For a description of how adjusted ACV is calculated for each of the Covered Years, see the section titled “Performance Metrics for Regular Cycle 2022 PSU Awards” in this 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.

  132. 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. While CAP for our PEO and non-PEO NEOs tracks closely to total stockholder return, we maintain a pay for performance compensation program under which target compensation opportunities are also linked to our performance, as illustrated by the following supplemental graph. For a more detailed and complete understanding of how our compensation program is tied to performance see the Compensation Discussion and Analysis in this year’s proxy.