DEF 14A of Cadence Design Systems Inc, Mar 25, 2025

DEF 14A of Cadence Design Systems Inc

Filed Mar 25, 2025 · FY20240001193125-25-062605

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD COMPOSITION AT A GLANCE

    BOARD COMPOSITION AT A GLANCE

  3. BOARD COMPOSITION AND REFRESHMENT

    BOARD COMPOSITION AND REFRESHMENT The Board currently consists of ten members: Mark W. Adams, Ita Brennan, Lewis Chew, Anirudh Devgan, Moshe Gavrielov, ML Krakauer, Julia Liuson, James D. Plummer, Alberto Sangiovanni-Vincentelli and Young K. Sohn. Board composition is a regular topic for discussion at Board meetings and Cadence remains committed to ensuring the Board is composed of directors who bring varied viewpoints and perspectives, skills, professional experience and backgrounds and effectively represent the long-term interests of stockholders. The Corporate Governance and Nominating Committee reviews at least annually the appropriate experience, skills and characteristics required of Board members in the context of the current composition of the Board. New directors undergo a robust orientation process overseen by the Corporate Governance and Nominating Committee that includes a series of briefings with senior management and other experts designed to enable new directors to quickly become active, knowledgeable and effective members of the Board. The briefings include profiles on Cadence’s business, industry, technology, financial landscape, people and culture, as well as corporate governance and regulatory matters. The Corporate Governance and Nominating Committee also regularly reviews the tenure of Cadence’s directors, resulting in a multi-year approach to board refreshment. Over half of our director nominees joined the Board within the last six years. Our longer-serving director nominees continue to be very active in the academic, business and governmental sectors associated with Cadence’s businesses, bringing these perspectives and insights to the work of the Board. The Board will continue to proactively manage its composition to ensure it has the appropriate mix of tenures and the requisite skills to address Cadence’s current and future needs.

  4. BOARD COMPOSITION AND REFRESHMENT

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  5. BOARD COMPOSITION AND REFRESHMENT

    | Ita Brennan and Lewis Chew joined the Board Lewis Chew appointed Chair of the Audit Committee | Julia Liuson and Anirudh Devgan joined the Board Lip-Bu Tan appointed Executive Chair and John Shoven transitioned from Board Chair to Lead Independent Director | ML Krakauer joined the Board Ita Brennan appointed Chair of Corporate Governance and Nominating Committee | ML Krakauer appointed Board Chair | | Moshe Gavrielov joined the Board | | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | | Susan L. Bostrom retired (14 years on Board, from 2001 to 2005 and 2011 to 2021) | | Lip-Bu Tan retired (19 years on Board, including two years as the Executive Chair) | John B. Shoven retired (32 years on Board, including 16 years as the Board Chair) and two years as the Lead Independent Director | |

  6. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE The Board determines director independence in accordance with the Corporate Governance Guidelines, which require that at least a majority of the Board be “independent” within the meaning of the Nasdaq listing standards. To be “independent” under the Nasdaq listing standards, among other bright line tests enumerated in the standards, a director must not be an executive officer or employee of the company and must not have a relationship that, in the opinion of the Board, would interfere with their exercise of independent judgment in carrying out the responsibilities of a Cadence director. In determining each director’s independence, the Board considers all relevant facts and circumstances in conjunction with the guidelines provided by the Nasdaq listing standards. This includes, without limitation, Mr. Adams’ role as President and Chief Executive Officer of Penguin Solutions, Inc. (“Penguin”), Ms. Brennan’s former role as the Senior Vice President, Chief Financial Officer of Arista Networks, Inc. (“Arista”), and Mr. Sohn’s role as co-founder and co-manager of Walden Catalyst and Cadence’s ordinary course business transactions with Penguin, Arista, and companies in which Mr. Sohn and Walden Catalyst are involved. The Board considers these transactions as part of its overall analysis of the independence of the Board. The Board also considers other board membership, employment, advisory and academic relationships of its members with other companies and institutions with which Cadence does business, with or in which it invests, or to which it makes charitable gifts. In addition, all such transactions are subject to the terms of the Code of Business Conduct and Related Party Transaction Policies and Procedures. These policies and internal procedural guidelines also require that directors recuse themselves from any discussion or approval by the Corporate Governance and Nominating Committee of Cadence’s transactions with those companies and institutions that are associated with such directors, except to provide material information concerning such transactions to the Corporate Governance and Nominating Committee.

  7. DIRECTOR INDEPENDENCE

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  8. DIRECTOR INDEPENDENCE

    The aggregate annual amounts involved in each of the foregoing transactions involving an entity in which an independent director is or was a partner, or a controlling shareholder or an executive officer in each of the last three fiscal years were less than the greater of 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, and the affiliated Board members were determined not to have a direct or indirect material interest in such transactions.

  9. CURRENT INDEPENDENT DIRECTORS

    CURRENT INDEPENDENT DIRECTORS Among the current members of the Board, the Board has determined that Directors Adams, Brennan, Chew, Gavrielov, Krakauer, Liuson, Plummer, Sangiovanni-Vincentelli and Sohn are independent directors within the meaning of the Nasdaq listing standards. Dr. Devgan, the President and CEO of Cadence, is not deemed independent.

  10. BOARD LEADERSHIP

    BOARD LEADERSHIP Dr. Devgan serves as CEO and Ms. Krakauer, an independent director, serves as Board Chair. The Board believes that at this time, Cadence and its stockholders are best served by this leadership structure, because it facilitates effective oversight and further strengthens the Board’s independent leadership and commitment to sound governance. This also allows the CEO to focus on the day-to-day business of Cadence, while allowing the Chair to lead the Board in its oversight of the company on behalf of the stockholders.

  11. PROCESS FOR SELECTING DIRECTOR NOMINEES AND CANDIDATES

    PROCESS FOR SELECTING DIRECTOR NOMINEES AND CANDIDATES The Corporate Governance and Nominating Committee evaluates and recommends director candidates for nomination by the full Board. The Corporate Governance and Nominating Committee regularly discusses and annually reviews as a committee the appropriate skills and characteristics required of directors (such as integrity, experience, judgment, diversity of background, independence, ability to commit sufficient time and attention to Board activities, understanding of Cadence’s products, technologies and strategy, and the specific skills set forth under “Director Nominee Qualifications, Skills and Experience” below in Proposal 1 regarding the election of directors) in the context of the current composition of the Board and its committees.

  12. COMPONENTS OF DIRECTOR COMPENSATION

    COMPONENTS OF DIRECTOR COMPENSATION The Compensation Committee, with input from its independent compensation consultant Semler Brossy, annually reviews the compensation program for directors who are not employees of Cadence, and recommends changes to the Board as applicable. Directors who are Cadence employees, such as Dr. Devgan, do not receive additional compensation for their service on the Board. In reviewing non-employee director compensation, the Compensation Committee considers the competitiveness of Cadence’s director compensation from a number of different perspectives, including average total compensation, aggregate compensation for the full Board and individual director compensation as differentiated by committee membership and leadership roles. The Compensation Committee also reviews Cadence’s director compensation relative to Cadence’s peer group, which is also used to determine market levels for executive compensation (see “Compensation Discussion and Analysis” below for more information).

  13. COMPONENTS OF DIRECTOR COMPENSATION

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  14. COMPONENTS OF DIRECTOR COMPENSATION

    The following table sets forth the components of the non-employee directors’ compensation for fiscal 2024:

  15. COMPONENTS OF DIRECTOR COMPENSATION

    | Compensation Component | Director Compensation | | Annual Retainer(1) | $80,000 | | Chair Fees(1) | $80,000 for Board Chair $40,000 for Chair of the Audit Committee $30,000 for Chair of the Compensation Committee, Corporate Governance and Nominating Committee and Finance Committee | | Meeting Attendance Fees(2) | $2,000 per meeting attended in person or by videoconference $1,000 per meeting attended by telephone | | Incentive Stock Award(3) | Incentive stock award with a grant date fair value of $239,950 for each non-employee director | | New Director Equity Award (one-time grant) | Each non-employee director who joins the Board may be granted incentive stock awards, stock options and restricted stock units (“RSUs”) under the 1995 Directors Stock Incentive Plan (the “Directors Plan”), the amounts of which are determined at the sole discretion of the Board or its designated committee | | Stock Ownership Guidelines(4) | Each non-employee director is required to hold shares of Cadence common stock with a value equal to at least $375,000 within five years of initial appointment or election to the Board |

  16. COMPONENTS OF DIRECTOR COMPENSATION

    | (1) The annual retainer fees and chair fees, as applicable, paid to our non-employee directors are typically paid quarterly, with proration for partial terms served. Directors may elect to defer cash compensation payable to them under Cadence’s deferred compensation plan. These deferred compensation amounts are credited to participant accounts, with values indexed to the performance of mutual funds or money market accounts selected by the participant. Cadence does not match contributions made under Cadence’s deferred compensation plan. |

  17. COMPONENTS OF DIRECTOR COMPENSATION

    | (2) No additional compensation is paid when the Board or a committee acts by unanimous written consent in lieu of a meeting. Non-employee directors are also eligible for reimbursement of expenses they incur in connection with attending Board meetings in accordance with Cadence’s expense reimbursement policy. |

  18. COMPONENTS OF DIRECTOR COMPENSATION

    | (3) On May 2, 2024, each then-serving non-employee director was granted an incentive stock award of 868 shares of Cadence common stock under the Directors Plan (which award had a grant date fair value of approximately $239,950). Incentive stock awards granted to each of the non-employee directors will vest in their entirety on the earlier to occur of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, provided that the director continues to serve Cadence on that date. |

  19. COMPONENTS OF DIRECTOR COMPENSATION

    | (4) As of the Record Date, all directors met the Stock Ownership Guidelines applicable to them. Separately, Cadence’s Securities Trading Policy restricts certain transactions in Cadence securities, as discussed above under “Anti-Hedging Policy and Trading Restrictions.” |

  20. COMPONENTS OF DIRECTOR COMPENSATION

    In addition, a medical and prescription benefits coverage reimbursement plan is available to active non-employee directors who were directors on December 31, 2014 (the “Eligible Directors”), eligible retired directors who retired from the Board on or prior to December 31, 2014 (the “Eligible Retired Directors”) and their respective dependents (the “Medical Reimbursement Plan”). Directors first elected or appointed to the Board after December 31, 2014 are

  21. COMPONENTS OF DIRECTOR COMPENSATION

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  22. COMPONENTS OF DIRECTOR COMPENSATION

    not eligible to participate in the Medical Reimbursement Plan. Eligible Directors and their dependents may obtain coverage under the Medical Reimbursement Plan during their term of service on the Board. Eligible Retired Directors, Eligible Directors and their dependents may continue coverage under the Medical Reimbursement Plan starting immediately after the director’s termination of service for a continuous term not to exceed such director’s term of service on the Board. A director’s eligibility for participation in the Medical Reimbursement Plan immediately ceases if the plan administrator determines that he or she has violated the Code of Business Conduct or is engaged as an employee, consultant, director or advisor of, or significant investor in, a competitor of Cadence. Under the Medical Reimbursement Plan, Cadence reimburses 100% of the premiums for participants and their dependents up to a maximum of $20,000 for expenses incurred per calendar year, which maximum amount may be adjusted for future changes in medical costs. Benefits under the Medical Reimbursement Plan are fully taxable to the participants, and Cadence does not gross up reimbursement payments to cover any such taxes.

  23. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024 The following table sets forth the compensation earned in fiscal 2024 by Cadence’s directors (other than Dr. Devgan) who served on the Board in fiscal 2024. Dr. Devgan, Cadence’s President and CEO did not receive any additional compensation for serving as director in fiscal 2024. Dr. Devgan’s compensation is disclosed in the “Compensation Discussion and Analysis” and “Compensation of Executive Officers” sections of this proxy statement. Mr. Gavrielov did not serve as a director of Cadence in fiscal 2024 and therefore did not receive compensation in fiscal 2024.

  24. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mark W. Adams | 134,000 | 239,950 | — | — | 374,040 | | Ita Brennan | 142,000 | 239,950 | — | — | 381,995 | | Lewis Chew | 150,000 | 239,950 | — | — | 390,085 | | ML Krakauer | 186,000 | 239,950 | — | — | 432,165 | | Julia Liuson | 106,000 | 239,950 | — | — | 345,950 | | James D. Plummer | 110,000 | 239,950 | — | — | 350,040 | | Alberto Sangiovanni-Vincentelli | 106,000 | 239,950 | — | 14,123 | 360,073 | | John B. Shoven | 41,033 | 0 | — | 14,968 | 56,091 | | Young K. Sohn | 126,000 | 239,950 | — | — | 365,950 |

  25. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (1) In accordance with SEC rules, the amount shown reflects the grant date fair value of stock awards granted during fiscal 2024 calculated pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (Compensation — Stock Compensation) (“FASB ASC 718”). The assumptions used to calculate the valuation of the stock awards for fiscal 2024 are set forth in Note 9 to the Notes to Consolidated Financial Statements in Cadence’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”). The amount shown is based on the price of Cadence common stock on the date the award was granted and does not reflect any fluctuations in the price of Cadence common stock subsequent to the grant date. The amount shown therefore may not reflect the financial benefit that the holder of the award will actually realize upon the vesting of the award. |

  26. DIRECTOR COMPENSATION FOR FISCAL 2024

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  27. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (2) As of December 31, 2024, the number of unvested shares of restricted stock held by each director who served in fiscal 2024, other than Dr. Devgan, was as follows: |

  28. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Mark W. Adams | 868 | James D. Plummer | 868 | | Ita Brennan | 868 | Alberto Sangiovanni-Vincentelli | 868 | | Lewis Chew | 868 | John B. Shoven | 0 | | ML Krakauer | 868 | Young K. Sohn | 868 | | Julia Liuson | 868 | | |

  29. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (3) No option awards were granted to the directors, other than Dr. Devgan, during fiscal 2024. As of December 31, 2024, no director, other than Dr. Devgan, held outstanding stock options. |

  30. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (4) The amounts listed in the “All Other Compensation” column above for Dr. Sangiovanni-Vincentelli and Dr. Shoven consist of reimbursements pursuant to the Medical Reimbursement Plan described above. |

  31. DIRECTOR COMPENSATION FOR FISCAL 2024

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  32. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Corporate Governance and Nominating Committee has recommended, and the Board has nominated, the ten nominees named below for election to the Board. Each director elected at the Annual Meeting will hold office until Cadence’s 2026 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or until the director’s earlier resignation, removal or death. Each nominee listed below is currently a Cadence director, and all nominees, except for Mr. Gavrielov who joined the board on January 1, 2025, were previously elected by Cadence stockholders, including at the 2024 Annual Meeting of Stockholders.

  33. DIRECTOR QUALIFICATIONS AND DIVERSITY OF BACKGROUND

    DIRECTOR QUALIFICATIONS AND DIVERSITY OF BACKGROUND The Board believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee Cadence’s business and that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria. Accordingly, the Board and the Corporate Governance and Nominating Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and Cadence’s current and future needs. The Corporate Governance and Nominating Committee is responsible for developing the Board membership criteria and recommending them to the Board for approval. The criteria, which are set forth in the Corporate Governance Guidelines, include a prospective nominee’s integrity, experience, judgment, diversity of background, independence, financial literacy, ability to commit sufficient time and attention to Board activities, skills such as an understanding of electronic design, semiconductor and electronics systems technologies, international background and other relevant characteristics. The Corporate Governance and Nominating Committee considers all of these criteria in the context of the needs of the Board from time to time. In addition, the Corporate Governance and Nominating Committee regularly discusses and annually reviews as a committee the appropriate experience, skills and characteristics required of directors in the context of the current composition of the Board and its committees. In seeking diversity of background, the Corporate Governance and Nominating Committee seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. This annual assessment enables the Corporate Governance and Nominating Committee to update the skills and experience it seeks in the Board as a whole, and in individual directors, as Cadence’s needs evolve and change over time, and also enables the Board to assess the effectiveness of its policy to seek a diversity of background on the Board. In identifying director candidates from time to time, the Corporate Governance and Nominating Committee and the Board may establish specific skills and experience that it believes Cadence should seek in order to have an effective board.

  34. DIRECTOR QUALIFICATIONS AND DIVERSITY OF BACKGROUND

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  35. DIRECTOR NOMINEE QUALIFICATIONS, SKILLS AND EXPERIENCE

    DIRECTOR NOMINEE QUALIFICATIONS, SKILLS AND EXPERIENCE Set forth below is a summary of the qualifications, skills and experience of the director nominees determined by the Corporate Governance and Nominating Committee to be important for an effective board.

  36. DIRECTOR NOMINEE QUALIFICATIONS, SKILLS AND EXPERIENCE

    | Summary of Qualifications, Skills and Experience | | | | | | | | | | | | Compensation / Human Capital Management (“HCM”) Experience in compensation, organizational management, leadership, talent development and identifying, recruiting and motivating top talent | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Corporate Governance Experience in corporate governance and compliance at the public company board level | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Cybersecurity Understanding cybersecurity risks in enterprise operations | | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | Financial Expertise Experience in evaluating financial statements and capital structures and overseeing financial reporting and internal controls | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Government / Regulatory / Public Policy Experience in or working with governmental and regulatory organizations | | ✓ | ✓ | | | | | | | | | International Experience with global businesses, operations, strategy and customer bases | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Marketing Experience in marketing and branding of products and services and identifying and developing new markets for products and services | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Operations Current or former executives with significant operating experience, who are able to provide insight into developing, implementing and assessing an enterprise’s operating plan, business and strategy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Risk Management Experience in overseeing risk management and understanding risks faced by enterprise operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Strategic Planning Experience in providing insight into developing, implementing and assessing corporate growth strategy, including through acquisitions and other business transactions | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology / Semiconductor / Electronic Design Automation (“EDA”) Understanding of EDA, semiconductor, electronics systems technologies, design and/or related industries or verticals; ability to understand and oversee the business and strategy of Cadence as an industry leader | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  37. DIRECTOR NOMINEE QUALIFICATIONS, SKILLS AND EXPERIENCE

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  38. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Corporate Governance and Nominating Committee believes that all ten director nominees listed below are highly qualified and have the skills and experience required for service on the Board. The biographies set forth below contain information regarding their specific experience, qualifications, attributes and skills that led to the conclusion that each person should serve as a director, in light of our business and structure.

  39. DIRECTOR NOMINEES

    | | | | | Mark W. | | | Adams | | | President and Chief Executive Officer, Penguin Solutions, Inc. | | Independent Age: 60 Director Since: 2015 Cadence Committees: • Compensation (Chair) | Professional Experience Mr. Adams has served as President and Chief Executive Officer of Penguin Solutions, Inc., a compute, memory and LED solutions provider, since 2020. He served as Chief Executive Officer of Lumileds Holding B.V., a light engine technology company, from 2017 to 2019 and served as President of Micron Technology, Inc., a semiconductor solutions company, from 2012 to 2016. From 2006 to 2012, Mr. Adams served in several positions at Micron Technology, Inc., including interim Chief Financial Officer, Vice President of Worldwide Sales and Vice President of Digital Media. Prior to joining Micron Technology, Inc., Mr. Adams served as Chief Operating Officer of Lexar Media, Inc. in 2006 and as Vice President of Sales and Marketing of Creative Labs, Inc. from 2002 to 2006. Mr. Adams also serves as a director of Penguin Solutions, Inc. and as a director of Seagate Technology plc. Skills & Qualifications • Compensation / HCM • Corporate Governance • Financial Expertise • International • Marketing • Operations • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | Mr. Adams has extensive executive leadership and management experience from his roles as a chief executive officer and other management positions at a range of technology companies, including in the areas of finance, sales and operations. In addition to his experience as a technology company executive, Mr. Adams contributes to the expertise of our Board from serving and having served as a member of other public company boards. |

  40. DIRECTOR NOMINEES

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  41. DIRECTOR NOMINEES

    | | | | | Ita | | | Brennan | | | Former Senior Vice President and Chief Financial Officer, Arista Networks, Inc. | | Independent Age: 58 Director Since: 2020 Cadence Committees: • Audit • Corporate Governance and Nominating (Chair) | Professional Experience Ms. Brennan served as Senior Vice President, Chief Financial Officer of Arista Networks, Inc., a cloud networking solutions company, from 2015 to 2024. Prior to joining Arista Networks, Inc., she held several key finance roles, including Chief Financial Officer of QuantumScape Corporation, from 2014 to 2015, and Chief Financial Officer of Infinera Corporation, from 2006 to 2014. Ms. Brennan also serves as a director of Planet Labs PBC and Lam Research Corporation. She served as a director of LogMeln, Inc. from 2018 to 2020. Skills & Qualifications • Compensation / HCM • Corporate Governance • Cybersecurity • Financial Expertise • Government / Regulatory / Public Policy • International • Marketing • Operations • Risk Management • Strategic Planning | | | Ms. Brennan has extensive financial and accounting expertise and executive leadership experience from her roles as chief financial officer and other finance positions at companies in the technology industry. In addition to her experience as a chief financial officer, Ms. Brennan contributes to the expertise of our Board from serving and having served as a member of other public company boards. |

  42. DIRECTOR NOMINEES

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  43. DIRECTOR NOMINEES

    | | | | | Lewis | | | Chew | | | Former Executive Vice President and Chief Financial Officer, Dolby Laboratories, Inc. | | Independent Age: 62 Director Since: 2020 Cadence Committees: • Audit (Chair) | Professional Experience Mr. Chew served as Executive Vice President and Chief Financial Officer of Dolby Laboratories, Inc., an audio, voice and imaging technology company, from 2012 to 2021. He served as Senior Vice President of Finance and Chief Financial Officer of National Semiconductor Corporation, a designer and manufacturer of semiconductor components, from 2001 to 2011. Prior to joining National Semiconductor Corporation, Mr. Chew was a partner at KPMG LLP, an accounting firm. Mr. Chew also serves as a director of Arista Networks, Inc. and Intuitive Surgical, Inc. He served as a director of PG&E Corporation and Pacific Gas and Electric Company from 2009 to 2019. Skills & Qualifications • Compensation / HCM • Corporate Governance • Cybersecurity • Financial Expertise • Government / Regulatory / Public Policy • International • Marketing • Operations • Risk Management • Strategic Planning | | | Mr. Chew has extensive financial and accounting expertise and executive leadership experience from his roles as chief financial officer at other technology companies and as a partner at a Big 4 accounting firm. In addition to his experience as a chief financial officer and an accounting firm partner, Mr. Chew contributes to the expertise of our Board from serving and having served as a member of other public company boards. |

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  45. DIRECTOR NOMINEES

    | | | | | Anirudh | | | Devgan, Ph.D. | | | President and CEO Cadence Design Systems, Inc. | | Age: 55 Director Since: 2021 Cadence Committees: • N/A | Professional Experience Dr. Devgan has served as CEO of Cadence since 2021, as President of Cadence since 2017 and has been a member of the Board since 2021. Prior to becoming President, he was Executive Vice President and General Manager of the Digital & Signoff and System & Verification groups at Cadence. Prior to joining Cadence in 2012, Dr. Devgan was Corporate Vice President and General Manager of the Custom Design Business Unit at Magma Design Automation, Inc., an EDA company. Previous roles include management and technical positions at IBM, where he received numerous awards including the IBM Outstanding Innovation Award. Dr. Devgan is the recipient of the IEEE/SEMI Phil Kaufman Award, has been inducted into the National Academy of Engineering, is an IEEE Fellow, has written numerous research papers, and holds several patents. Skills & Qualifications • Compensation / HCM • Corporate Governance • Cybersecurity • Financial Expertise • International • Marketing • Operations • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | As our President and CEO with over a decade of service in executive leadership roles at Cadence, Dr. Devgan has thorough knowledge of our strategy, operations, culture and competitive landscape. In addition to Dr. Devgan’s Cadence experiences and insights, he has extensive industry relationships, awards and recognitions, including as an inventor, as well as operational and industry experience acquired from his roles at other technology companies, all of which contribute to his service on our Board. |

  46. DIRECTOR NOMINEES

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  47. DIRECTOR NOMINEES

    | | | | | Moshe | | | Gavrielov | | | Former President and Chief Executive Officer, Xilinx, Inc. | | Independent Age: 70 Director Since: 2025 Cadence Committees: • Compensation | Professional Experience Mr. Gavrielov served as President and Chief Executive Officer of Xilinx, Inc., a technology and semiconductor company that primarily supplied programmable logic devices, from 2008 to 2018. Prior to joining Xilinx, Mr. Gavrielov served as Executive Vice President and General Manager of Cadence’s verification division from 2005 to 2007, and Chief Executive Officer of Verisity, Ltd. from 1998 to 2005. He also served in a variety of executive management positions at LSI Logic Corporation and engineering and engineering management positions at Digital Equipment Corporation and National Semiconductor Corporation. Mr. Gavrielov also serves as a director of NXP Semiconductors N.V. and Taiwan Semiconductor Manufacturing Company Ltd. Skills & Qualifications • Compensation / HCM • Corporate Governance • Financial Expertise • International • Marketing • Operations • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | Mr. Gavrielov has extensive executive leadership and management experience from his roles as a chief executive officer and other management positions at a range of technology companies. Moreover, as a former executive officer of Cadence, Mr. Gavrielov brings to the Board an appreciation of our business and culture. In addition to his executive leadership experience, Mr. Gavrielov contributes to the expertise of our Board from serving and having served as a member of other public company boards. |

  48. DIRECTOR NOMINEES

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  49. DIRECTOR NOMINEES

    | | | | | ML | | | Krakauer | | | Former Executive Vice President and Chief Information Officer, Dell Corporation | | Independent Age: 68 Director Since: 2022 Cadence Committees: • Corporate Governance and Nominating | Professional Experience Ms. Krakauer has served as Board Chair since 2023 and as a director of Cadence since 2022. Ms. Krakauer retired as Executive Vice President, Chief Information Officer of Dell Corporation, a global information technology company, in 2017. Prior to that, she held multiple executive positions at EMC Corporation, a global IT infrastructure company, which she joined in 2008. These included Executive Vice President, Chief Information Officer; Executive Vice President, Business Development, Global Enterprise Services; Executive Vice President, Global Human Resources; and VP and COO, Technology Services & Solutions and Managed Services Businesses. Prior to joining EMC, Ms. Krakauer held executive general management roles at Hewlett-Packard Enterprise, Compaq Computer Corporation and Digital Equipment Corporation. Ms. Krakauer served as a director of Proterra Inc. from 2022 to 2024, Mercury Systems, Inc. from 2017 to 2023, DXC Technology Company from 2018 to 2022 and Xilinx, Inc. from 2017 to 2022. Skills & Qualifications • Compensation / HCM • Corporate Governance • Cybersecurity • Financial Expertise • International • Marketing • Operations • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | Ms. Krakauer brings to the Board extensive executive leadership, technology, IT, services and human capital management experience from her roles at prominent information technology companies. Ms. Krakauer also contributes to the expertise of our Board from having served as a member of other public company boards. |

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  51. DIRECTOR NOMINEES

    | | | | | Julia | | | Liuson | | | President of the Developer Division of Microsoft Corporation | | Independent Age: 54 Director Since: 2021 Cadence Committees: • Corporate Governance and Nominating | Professional Experience Ms. Liuson has served as President of the Developer Division of Microsoft Corporation (“Microsoft”), a global technology provider, since 2021, after her tenure as Corporate Vice President from 2012 to 2021. Since joining Microsoft in 1992, she has demonstrated exceptional leadership in both technology and business strategy, holding various technical and executive positions. Ms. Liuson currently sets and executes key technology directions for developer tools and the Microsoft Azure developer platform, serving over 50 million developers worldwide and over $10 billion in annual revenue. As part of this portfolio, Ms. Liuson also oversees GitHub, Inc., a subsidiary of Microsoft, where she spearheads the integration of AI in software engineering through GitHub Copilot. Ms. Liuson also led efforts to enhance Microsoft’s cybersecurity measures. In recognition of her impactful contributions, Ms. Liuson was inducted into the Women in Technology Hall of Fame by Woman in Technology International in 2019. Skills & Qualifications • Compensation / HCM • Corporate Governance • Cybersecurity • International • Marketing • Operations • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | Ms. Liuson has extensive product and engineering expertise, AI and technology industry knowledge, cybersecurity experience and operational leadership experience, including in Asia, from her over thirty years at Microsoft. Ms. Liuson contributes her strategic and international technology industry insights as a member of our Board. |

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  53. DIRECTOR NOMINEES

    | | | | | James D. | | | Plummer, Ph.D. | | | John M. Fluke Professor of Electrical Engineering, Stanford University | | Independent Age: 80 Director Since: 2011 Cadence Committees: • Audit | Professional Experience Dr. Plummer has been a professor of electrical engineering at Stanford University since 1978 and served as the Dean of the Stanford School of Engineering from 1999 to 2014. Dr. Plummer has received numerous awards for his research and is a member of the National Academy of Engineering. Dr. Plummer directed the Stanford Nanofabrication Facility from 1994 to 2000. In 2018, he was elected to the International Symposium on Power Semiconductor Devices hall of fame. Dr. Plummer served as a director of Intel Corporation from 2005 to 2017 and International Rectifier Corporation from 1994 to 2014. In 2023, he was also selected to serve as the inaugural Chair of the National Semiconductor Technology Center’s board of trustees. Skills & Qualifications • Compensation / HCM • Corporate Governance • Financial Expertise • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | Dr. Plummer has extensive electrical engineering and technical expertise in the broad field of silicon devices and technology, a deep understanding of our industry and competitive landscape, and industry recognition and relationships from his academic and research roles. In addition to his academic and industry expertise, Dr. Plummer contributes to the expertise of our Board from having served as a member of other public company boards. |

  54. DIRECTOR NOMINEES

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  55. DIRECTOR NOMINEES

    | | | | | Alberto Sangiovanni- | | | Vincentelli, Ph.D. | | | Edgar L. and Harold H. Buttner Professor of Electrical Engineering and Computer Sciences, University of California, Berkeley | | Independent Age: 77 Director Since: 1992 Cadence Committees: • Audit | Professional Experience Dr. Sangiovanni-VincentelliI was a co-founder of SDA Systems, Inc., a predecessor of Cadence. Dr. Sangiovanni-Vincentelli has been a professor of electrical engineering and computer sciences at the University of California, Berkeley since 1976. He has also served as the President of Fondazione Chips-IT since December 2023. Dr. Sangiovanni-Vincentelli was elected to the National Academy of Engineering in 1998 and received the Kaufman Award from the Electronic Design Automation Consortium in 2001, the IEEE/RSE Wolfson James Clerk Maxwell Medal for his exceptional impact on the development of electronics and electrical engineering or related fields in 2008, the ACM/IEEE A. Richard Newton Technical Impact Award in EDA in 2009, the EDAA Lifetime Achievement Award in 2012 and the BBVA Foundation Frontiers Knowledge Award in Information and Communications Technologies in 2023 for transforming chip design from a handcrafted process to the automated industry that power today’s electronic devices. He holds four Honorary Doctorates from Aalborg University in Denmark, KTH Royal Institute of Technology in Sweden, AGH University of Krakow in Poland and University of Rome in Italy. Dr. Sangiovanni-Vincentelli also serves as a director of Cy4Gate SpA and KPIT Technologies Ltd. Skills & Qualifications • Compensation / HCM • Corporate Governance • Cybersecurity • Financial Expertise • International • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | As a pioneer in the EDA industry, co-founder of a predecessor company of Cadence and member of our Board for over 30 years, Dr. Sangiovanni-Vincentelli has a thorough understanding of our business, culture and history. As an accomplished academic and engineer, he also brings critical perspective on industry developments and engineering advancements and contributes his expertise in science, technology and innovation to our Board. |

  56. DIRECTOR NOMINEES

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  57. DIRECTOR NOMINEES

    | | | | | Young K. | | | Sohn | | | Managing Partner, Walden Catalyst Management LLC | | Independent Age: 69 Director Since: 2013 Cadence Committees: • Compensation | Professional Experience Mr. Sohn has served as a Senior Advisor at Samsung Electronics, a consumer electronics company, since 2021, and as a Founding Managing Partner at Walden Catalyst Management LLC, a venture capital firm, since 2021. He previously served as Corporate President and Chief Strategy Officer of Samsung Electronics from 2012 to 2020. Mr. Sohn also served as a Senior Advisor at Silver Lake Management LLC, a private investment firm, from 2012 through 2021. In addition, Mr. Sohn served as President and Chief Executive Officer of Inphi Corporation, a provider of high-speed mixed signal semiconductor solutions, from 2007 to 2012. Before joining Inphi Corporation, he served as President of Agilent Technologies, Inc.’s Semiconductor Group from 2003 until 2005, as Chief Executive Officer of Oak Technology, Inc. from 1999 until it was acquired by Zoran Corporation in 2003, and in executive positions at Quantum Corporation from 1992 to 1999, including co-President and General Manager. Mr. Sohn also serves as a director of Arm Holdings plc. He served as a director of Cymer, Inc. from 2003 to 2013 and Inphi Corporation from 2007 to 2012. Skills & Qualifications • Compensation / HCM • Corporate Governance • Financial Expertise • International • Marketing • Operations • Risk Management • Strategic Planning • Technology / Semiconductor / EDA | | | Mr. Sohn has extensive finance, operations and investment expertise in the semiconductor and broader technology industry from his leadership and advisory roles at technology companies and investment firms. Mr. Sohn brings broad perspective on corporate strategy and international industry trends to our Board. In addition, Mr. Sohn contributes to the expertise of our Board from serving and having served as a member of other public company boards. |

  58. DIRECTOR NOMINEES

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  59. DIRECTOR NOMINEES

    The Board recommends a vote FOR the election of each director nominees named in this proxy statement. The election of directors at the Annual Meeting requires that each director receives the affirmative vote of a majority of the votes cast with respect to that director, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. If, however, the election of directors is contested, the directors will be elected by the vote of a plurality of the shares present in person or represented by proxy and entitled to vote on the proposal. The election this year is not contested, so the majority voting standard outlined above applies. Under the Corporate Governance Guidelines, in order for an incumbent Cadence director to become a nominee at the Annual Meeting, such director must submit an irrevocable resignation that becomes immediately effective if (1) the number of votes cast “for” such director does not exceed the number of votes cast “against” such director in an election that is not a contested election, and (2) the Board accepts the resignation in accordance with the policies and procedures adopted by the Board for such purpose. If a nominee who is currently serving as a Cadence director is not elected at the Annual Meeting, the Corporate Governance and Nominating Committee will make a recommendation to the Board as to whether to accept or reject such director’s resignation, or whether to take other action. The Board will act on the Corporate Governance and Nominating Committee’s recommendation and publicly disclose (as required by applicable law) its decision and the reasons behind it within 90 days from the date the election results are certified. If any nominee should be unavailable for election as a result of unexpected circumstances, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, proxies will be voted for such substitute nominee. Each person nominated for election has agreed to be named in this proxy statement and to serve if elected, and Cadence has no reason to believe that any nominee will be unable to serve. Abstentions will be treated as being present and entitled to vote on the election; however, abstentions will not be counted as votes “for” or “against” directors and will not have an effect on the election of directors. Broker non-votes will be treated as not being entitled to vote on the election of directors, and, therefore, will not be counted for purposes of determining whether the directors have been elected. Unless marked to the contrary, proxies received will be voted FOR the election of each of the ten director nominees.

  60. DIRECTOR NOMINEES

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  61. Cadence’s Executive Compensation Practices

    | • | Independent Compensation Consultant. The Compensation Committee engages its own compensation consultant, Semler Brossy, which does not provide any services to management or otherwise to Cadence and has no prior relationship with any of Cadence’s executive officers. |

  62. Executive Compensation Objectives

    | • | Total direct compensation and other compensation elements are targeted to be competitive with peer companies and market practices, taking into account each executive officer’s scope of responsibility, impact, criticality and individual performance; and |

  63. Executive Compensation Objectives

    | • | A substantial portion of compensation of the executive officers is at-risk and is highly dependent on Cadence’s short-term and long-term financial, operational and stock performance. |

  64. Competitive Compensation Levels

    Competitive Compensation Levels For fiscal 2024, the Compensation Committee assessed the competitiveness of each element of the executive officers’ total direct compensation, including the annualized impact of any outstanding long-term equity awards (“LTP Awards”), against Cadence’s peer group, as discussed below. The Compensation Committee also periodically reviews the competitiveness of the executive officers’ severance and change in control arrangements and the broad-based employee benefit plans in which the executive officers participate. In particular, the Compensation Committee considered the competitiveness of the executive officers’ compensation as compared to executives with similar titles and responsibilities at companies with which Cadence competes for executive talent (the “Peer Group”). In order to accurately reflect the pool from which executive talent is drawn and to which it is lost, the Peer Group includes publicly listed companies located throughout the United States that the Compensation Committee deems comparable to Cadence in revenue, market capitalization and scope, are in similar technical fields, and compete in the same talent market as Cadence, each as further described in the Peer

  65. Competitive Compensation Levels

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  66. Competitive Compensation Levels

    Group selection criteria chart below. The Peer Group excludes companies that are foreign or are in businesses or industries that are not considered by the Compensation Committee to be reasonably comparable.

  67. Competitive Compensation Levels

    | Selection Criteria | Fiscal 2024 Peer Group | | Geographic Location | Located in the United States | | Industry | Application Software, Communications Equipment, Electronic Components, Electronic Equipment and Instruments, Semiconductor, Internet Services and Infrastructure, IT Consulting and Other Services, Semiconductor Equipment, and Systems Software | | Financial Scope | Revenue and market capitalization of approximately one-third to three times that of Cadence’s trailing twelve-month revenue and market capitalization at the time the Peer Group is determined |

  68. Competitive Compensation Levels

    In August 2023, the Compensation Committee reviewed the Peer Group that would be used to evaluate fiscal 2024 compensation decisions and added Advanced Micro Devices, Inc. (AMD) to the existing peer group. The resulting Peer Group had a median revenue of approximately $5.1 billion (calculated based on the most recently available trailing four fiscal quarters as of June 23, 2023) and a median market value of approximately $41.7 billion (calculated based on the 90-day average as of June 23, 2023). Cadence’s revenue for the same period was approximately $3.8 billion and had a market value of $58.9 billion. The Compensation Committee considered the balanced positioning on both revenue and market value when making this adjustment. The Peer Group approved by the Compensation Committee for evaluating fiscal 2024 competitive compensation levels is comprised of the following companies:

  69. Competitive Compensation Levels

    | Fiscal 2024 Peer Group | | | | Advanced Micro Devices, Inc. | Fortinet, Inc. | ServiceNow, Inc. | | ANSYS, Inc. | Keysight Technologies, Inc. | Skyworks Solutions, Inc. | | Autodesk, Inc. | Marvell Technology, Inc. | Splunk Inc. | | Arista Networks, Inc. | Microchip Technology Incorporated | Synopsys, Inc. | | CrowdStrike Holdings, Inc. | Palo Alto Networks, Inc. | Veeva Systems Inc | | Datadog, Inc. | PTC Inc. | Workday, Inc. |

  70. Competitive Compensation Levels

    In July 2024, the Compensation Committee reviewed the Peer Group that would be used to evaluate fiscal 2025 compensation decisions and removed Splunk Inc. from the existing peer group as it had been acquired.

  71. Competitive Compensation Levels

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  72. Compensation Determinations

    Compensation Determinations Consistent with the principles of Cadence’s executive compensation program outlined above, the Compensation Committee determines the market levels of each executive officer’s compensation by reference to the compensation paid by the companies in the Peer Group, with consideration to similar titles and responsibilities. For the purposes of this assessment, the Compensation Committee considers the annual base salary, short-term cash incentive compensation, grants of equity incentive compensation (based on the grant date fair value of such equity awards), and the annualized value of outstanding LTP Awards. For example, the following graph illustrates how the Compensation Committee views the LTP Awards granted to Dr. Devgan in 2019 and 2022 over their respective five-year performance periods compared to the grant date fair value disclosure rules provided by the SEC. 2022 was Dr. Devgan’s first full year as CEO. Cadence does not target executive compensation at a specific level or percentile relative to compensation provided by the companies in the Peer Group, whether for total direct compensation or any element of executive compensation. Instead, when determining compensation for the executive officers, the Compensation Committee takes into account each of the following compensation factors, without prescribing particular weightings:

  73. Compensation Determinations

    | • | Cadence’s financial and operational performance as compared to the performance of the companies in the Peer Group |

  74. Compensation Determinations

    | • | Cadence’s relative size and scope of business as compared to the companies in the Peer Group |

  75. Compensation Determinations

    | • | Compensation paid to executives with similar titles and responsibilities as the individual at the companies in the Peer Group |

  76. ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION

    | • | Short-term cash incentive compensation |

  77. ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION

    | • | Equity incentive compensation (including stock options and incentive stock awards) |

  78. ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION

    | • | Non-qualified deferred compensation plan |

  79. ELEMENTS OF FISCAL 2024 EXECUTIVE COMPENSATION

    | • | Severance benefits |

  80. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”) Overview. Cadence provides its executive officers with the opportunity to earn short-term cash incentive compensation under its SEBP. The purpose of SEBP is to reward executive officers for performance during a single fiscal year (or portions thereof) by providing incentives for them to achieve Cadence’s short-term financial and operational goals. Performance is measured against specific pre-established criteria relative to Cadence’s overall business results, as well as individual performance. Cash bonus payouts under SEBP for fiscal 2024 were determined semi-annually, based on 1st Half and 2nd Half performance. For each executive officer other than the CEO, the CEO makes an assessment and recommendation for each individual’s target bonus. The Compensation Committee reviews the CEO’s recommendation, as described above under “Compensation Determinations,” and approves (with or without modification, in its sole discretion) the CEO’s recommendation. For the CEO, the Compensation Committee is solely responsible for assigning a target bonus based on its review of the performance of Cadence and the CEO, the competitive compensation practices of our peers, and the other factors as described above under “Compensation Determinations.” In February 2024, consistent with the process discussed in “Compensation Determinations” above, the Compensation Committee reviewed the target bonus levels of the then-serving NEOs and determined that the fiscal 2023 target bonus levels as a percentage of base salary for the then-serving NEOs, except the CEO, were appropriate and would remain unchanged for fiscal 2024. Dr. Devgan’s target bonus level as a percentage of base salary was increased from 125% to 150%. The base salaries, target bonus levels under SEBP, and actual bonuses earned by the NEOs for fiscal 2024 (as determined using the criteria described below) are set forth in the table below.

  81. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | | | Senior Executive Bonus Plan | | | | Name | Base Salary ($) | Target Bonus (as % of Base Salary) | Target Bonus ($) | Actual Bonus ($) | | Anirudh Devgan | 750,000 | 150% | 1,125,000 | 1,177,600 | | John M. Wall | 575,000 | 100 | 575,000 | 604,053 | | Thomas P. Beckley | 475,000 | 100 | 475,000 | 487,136 | | Paul Cunningham | 475,000 | 100 | 475,000 | 496,452 | | Chin-Chi Teng | 475,000 | 100 | 475,000 | 482,241 | | Paul Scannell | 500,000 | 100 | 500,000 | 476,473 |

  82. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

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  83. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    Performance Factors. Each NEO’s actual bonus under SEBP for fiscal 2024 was determined by multiplying his or her base salary earned during the bonus period by his or her target bonus percentage, the product of which is then multiplied by two factors: (i) a “Company Performance Factor” and (ii) an “Individual Performance Factor.” In fiscal 2024, the Company Performance Factor was comprised of (a) a “Revenue Component” (weighted 45%) and (b) an “Operating Margin Component” (weighted 55%). The Individual Performance Factor was comprised of (y) an “Executive Leadership Component” (weighted 80%) and (z) a “Cadence Culture Modifier” (weighted 20%). The combination of these performance factors is intended to ensure that all critical aspects of performance are considered in determining short-term cash incentive awards. The bonus determination under SEBP is illustrated below: Determination of Company Performance Factor. The Company Performance Factor is designed to reflect Cadence’s overall financial performance. The weightings and performance components used to determine the Company Performance Factor are reviewed by the Compensation Committee, in consultation with the CEO, to ensure that the components align with what the Compensation Committee and the CEO believe are among the most important financial factors that drive long-term stockholder value. The Revenue Component is a percentage ranging from 0% to 150% that is a function of Cadence’s total revenue for the performance period as compared to the pre-established revenue target (the “Revenue Target”) for the same performance period. The Revenue Target is approved by the Compensation Committee at the beginning of each performance period during the year (1st Half and 2nd Half). The Operating Margin Component is a percentage ranging from 0% to 150% that is a function of Cadence’s non-GAAP operating margin for the performance period divided by a pre-established non-GAAP operating margin target (the “Operating Margin Target”) for the same performance period. For purposes of SEBP, non-GAAP operating margin is defined as the ratio of non-GAAP income from operations (that is, GAAP operating income adjusted for amortization of acquired intangibles, stock-based compensation expense, non-qualified deferred compensation expenses or credits, restructuring and other charges or credits, acquisition- and integration-related costs, and special charges) divided by total revenue. The Operating Margin Target is approved by the Compensation Committee at the beginning of each performance period during the year (1st Half and 2nd Half). For both components of the Company Performance Factor, the Compensation Committee excludes the impact of acquisitions made by Cadence during the applicable performance period if such acquisitions were not taken into account in the setting of the targets.

  84. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

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  85. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    For each half of fiscal 2024, the revenue and non-GAAP operating margin performance targets and actual performance against such targets used to determine the Company Performance Factor were as follows:

  86. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | | 1st Half 2024 | | | 2nd Half 2024 | | | | Revenue (in millions) | Non-GAAP Operating Margin | | Revenue (in millions) | Non-GAAP Operating Margin | | 2024 SEBP Target | $2,102 | 39.7 | | $2,560 | 45.3% | | Actual Achievement | $2,056(1) | 39.5 | %(1) | $2,571 | 45.4% | | Company Performance Factor | 87.0% | | | 101.68% | |

  87. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | (1) Revenue and Non-GAAP operating margin for the first half of fiscal 2024 exclude Cadence’s acquisition of BETA CAE Systems International AG and an inventory reserve, which had an insignificant impact on payments to the NEOs. |

  88. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    Determination of Individual Performance Factor. As described under “Performance Factors” above, for fiscal 2024, the Individual Performance Factor consisted of two components (both expressed as a percentage ranging from 0% to 150%): (i) an Executive Leadership Component based on criteria such as the achievement of strategic and business objectives, customer success, innovation, operational excellence and leadership in the industry and within the company and (ii) a Cadence Culture Modifier that takes into account individual and team achievements with respect to organizational, culture and talent objectives. At the beginning of the fiscal year, the Compensation Committee meets to review performance criteria for the Executive Leadership and Cadence Culture Modifier components. These criteria generally reflect a combination of quantitative and qualitative metrics for each executive with specific attention to their individual area of responsibility and impact on driving business success and long-term value creation. The Compensation Committee believes that the criteria are rigorous yet achievable and provide good balance with the company-wide performance metrics in the Company Performance Factor detailed above. Performance against these goals is measured at the end of each performance period during the year (1st Half and 2nd Half). The Individual Performance Factor criteria specific to each NEO that were considered by the Compensation Committee for fiscal 2024 as compared to the goals reviewed at the beginning of the fiscal year are set forth below:

  89. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | • | Dr. Devgan: The company exceeded all financial targets for the year: revenue, operating margin, and earnings per share (EPS) and reached the milestone of $4.6B+ in revenue. Drove market expansion with significant new products, including transformative artificial intelligence (AI) solutions and acquisitions that broadened our Total Available Market (TAM) in furtherance of Cadence’s Intelligent System Design strategy. To ensure that Cadence remains a leader in innovation, Dr. Devgan sponsored talent initiatives in support of our One Cadence - One Team culture, and he and his team continued to elevate Cadence as a leading technology company and employer. |

  90. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | • | Mr. Wall: Executed to the Company’s long-term operating model, successfully repaid the company’s 2024 notes, completed a new $2.5B bond issuance at a blended coupon rate of 4.44%, and sponsored advancement of Cadence’s sustainable business practices. Contributed to the development of Cadence’s next generation of leaders and delivered world class Days Sales Outstanding (DSOs) of less than 50 days, while managing CFO organization expense to ~4% of revenue. |

  91. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | • | Mr. Beckley: Successfully completed a role transition for all stakeholders, internally and externally. Led signature wins at key customers, launched significant new products in System Design and Custom Product groups and delivered strategic governmental initiatives. Successfully completed the BETA CAE Systems International AG acquisition, important to the Company’s TAM expansion and competitive position. Virtuoso studio continued its strong ramp and is now deployed at over 450 customers. |

  92. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | • | Dr. Cunningham: Took the System Verification business to new levels of revenue success. Drove a record bookings year for the hardware business through significant expansions with several key |

  93. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

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  94. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | customers. Delivered Palladium Z3 and Protium X3 Systems advancing our product portfolio with more than 2X increased capacity and is 1.5X faster than the previous generation. Established AI leadership at key competitive accounts. Continued to grow a strong leadership team. |

  95. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | • | Dr. Teng: Proliferation of digital full flow solutions at market-leading customers and key wins with large hyperscalers. Led the company’s AI initiatives, including 40 new Cerebrus customers and the delivery of more than 750 tape-outs in addition to 36 new full flow logos. Collaborated with other business units to rotate exceptional senior level leadership. |

  96. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | • | Mr. Scannell: Exceeded revenue targets and delivered record-breaking bookings while meeting fiscal year expense targets. Drove expansion into new markets, exceeded hyperscaler targets and exceeded services bookings plan. Deepened partnerships with market-shaping customers. Led a seamless leadership transition ensuring a customer first focus and operational excellence across the Customer Success Team. Sponsored unique university programs that are focused on developing a pipeline of junior talent. |

  97. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    Actual Bonus Payments. Based on its assessment of Cadence’s performance and individual performance as described above, the Compensation Committee approved the following bonus payouts under SEBP for each half of fiscal 2024:

  98. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | | 1st Half 2024 | | 2nd Half 2024 | | | Name | (% of Target)(1) | ($) | (% of Target)(1) | ($) | | Anirudh Devgan | 94.7 | 532,440 | 114.7 | 645,160 | | John M. Wall | 95.0 | 273,136 | 115.1 | 330,917 | | Thomas P. Beckley | 94.5 | 224,395 | 110.6 | 262,741 | | Paul Cunningham | 94.1 | 223,568 | 114.9 | 272,884 | | Chin-Chi Teng | 93.4 | 221,915 | 109.6 | 260,326 | | Paul Scannell | 98.7 | 177,534 | 119.6 | 298,939 |

  99. Short-Term Cash Incentive Compensation under the Senior Executive Bonus Plan (“SEBP”)

    | (1) The percentage of target is equal to (a) the actual bonus amount divided by (b) the actual base salary earned during each bonus period multiplied by the target bonus percentage. |

  100. Equity Incentive Compensation

    Equity Incentive Compensation Overview. Consistent with the principles of Cadence’s compensation philosophy for its executive officers outlined above, equity incentives are designed to reward outstanding business performance, and to align the interests of the executive officers with those of Cadence stockholders. Stock ownership is an important component in attracting, motivating and retaining talented executives. In recent years, the Compensation Committee has granted annual equity incentive awards in the form of both incentive stock awards and stock options. Both of these align the interests of executive officers with the interests of stockholders through stock ownership, increasing in value as Cadence’s stock price increases. These awards require continued employment of the executive throughout the vesting period. See “2025 Equity Awards and Introduction of Annual Performance-Based Restricted Stock Units (PSUs)” below for a preview of changes made to the annual equity incentive awards in 2025. Additionally, as an important component of executive officers’ equity incentive compensation, since 2016 the Compensation Committee has made grants of LTP Awards every three years. The Compensation Committee includes the value of these awards when assessing an executive’s total compensation opportunity. These grants are intended to focus on driving exceptional long-term performance, using stock price as the performance metric, and to align with the creation of long-term stockholder value. Performance is measured against predetermined rigorous share price goals. The Compensation Committee granted LTP Awards to all then-serving executive officers in fiscal 2016, 2019, 2022 and again in March 2025 (but not in 2024). The Compensation Committee, with input and collaboration from its

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  102. Equity Incentive Compensation

    independent compensation consultant, designed the LTP Awards to further focus the executive officers on driving exceptional financial and operational performance, resulting in exceptional stock price growth over a multi-year performance period. The Compensation Committee continues to assess Cadence’s LTP equity incentive compensation program to ensure it drives superior performance and the creation of long-term shareholder value. See “2025 LTP Awards” below for a preview and more detailed discussion of the 2025 LTP Awards. When the Compensation Committee determines and approves individual equity grants to executive officers, it considers each of the compensation factors set forth under “Compensation Determinations,” without prescribing particular weight to any of the compensation factors. In addition, the Compensation Committee reviews the CEO’s assessments and recommendations as to the equity compensation for all of the executive officers except himself. Fiscal 2024 Equity Grants. The Compensation Committee believes equity incentive grants provide the appropriate level of executive alignment with Cadence stockholder interests and rewards Cadence’s executives for building long-term stockholder value. The fiscal 2024 equity grants were designed to create balance between stock options (which provide value only if the stock price increases) and incentive stock awards (which provide more certain retention value subject to the fulfillment of certain vesting conditions, while still providing an incentive to improve Cadence’s stock performance). Effective March 2024, the Compensation Committee approved stock option and incentive stock award grants for the then-serving NEOs as part of the annual equity program. Approximately 50% of the fiscal 2024 equity grants for the CEO consisted of stock options, and approximately 34% of the other NEOs’ annual fiscal 2024 equity grants in the aggregate consisted of stock options, with the remainder of the equity grants being incentive stock awards. The Compensation Committee continued to place significant weight on stock options to focus on stock price appreciation over the seven-year term of the stock option. The stock options granted to the then-serving NEOs in March 2024 vest monthly over four years from the date of grant and expire seven years from the date of grant. The incentive stock awards granted to the then-serving NEOs in March 2024 vest over three years, with one-third of the award shares vesting approximately twelve months after the date of grant and the remaining shares vesting in four equal semi-annual installments. The vesting of incentive stock awards granted to Cadence’s executive officers is also subject to performance goals originally intended to qualify the awards as “performance-based compensation” under section 162(m) of the Internal Revenue Code before passage of the Tax Cuts and Jobs Act. Although the performance-based compensation exemption under section 162(m) of the Internal Revenue Code has been repealed, the Compensation Committee continued to maintain the performance goal requirement for incentive stock awards granted in fiscal 2024. Please see the Grants of Plan-Based Awards table for a description of the grants awarded to our named executive officers during 2024. The values included in the Summary Compensation Table and the Grants of Plan-Based Awards Table reflect the accounting grant date fair value of the grants. These values do not reflect amounts actually realizable by our executive officers. Other 2024 Equity Awards. In connection with Mr. Scannell’s promotion to Senior Vice President of Worldwide Field Operations (later renamed to Customer Success Team), Mr. Scannell received a promotion award consisting of stock option and incentive stock award grants with an aggregate grant date fair value of $4 million. The Compensation Committee determined the aggregate size of these awards based on an assessment of the historical annual opportunity for the prior incumbent and by reference to the fiscal 2024 Peer Group. Approximately 34% of Mr. Scannell’s promotion equity grants consisted of stock options, with the remainder of the equity grants being incentive stock awards. The stock options granted to Mr. Scannell vest monthly over four years from the date of grant and expire seven years from the date of grant. The incentive stock award granted to Mr. Scannell vests over three years, with one-third of the award shares vesting approximately twelve months after the date of grant and the remaining shares vesting in four equal semi-annual installments, subject to achievement of the same performance goal requirement mentioned above for the other NEOs’ 2024 incentive stock awards. LTP Awards Outstanding in 2024. LTP Award grants on March 15, 2019 (the “2019 LTP Awards”) to the then-serving executive officers were eligible to begin vesting when Cadence’s 20-day average stock price exceeded a threshold of $77.80 per share and full vesting is scheduled to occur when the average stock price reaches a goal of

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    | 52 | |

  104. Equity Incentive Compensation

    $138 per share, with the first vesting date on March 15, 2022 and subject to a vesting cap of 33% of the award shares. The 2019 LTP Awards also require relative TSR to exceed the 35th percentile of the companies in both the S&P MidCap 400 Information Technology Index and the S&P 500 Information Technology Index as of March 15, 2019 in order for the awards to vest. Cadence’s 20-day average stock price on March 15, 2022 was $146.72 and its TSR relative to the comparator groups was in the 89th percentile. Accordingly, 33% of the shares under each 2019 LTP Award vested on March 15, 2022. Cadence’s 20-day average stock price on March 15, 2023 was $196.09 and its TSR relative to the comparator groups was in the 91st percentile. Accordingly, an additional 34% of the shares under each 2019 LTP Award vested on March 15, 2023. Cadence’s 20-day average stock price on March 15, 2024 was $304.92 and its TSR relative to the comparator groups was in the 91st percentile. Accordingly, the remaining shares subject to the 2019 LTP Awards vested on such date and no award shares were forfeited from the 2019 LTP Awards. LTP Award grants on January 13, 2022 (the “2022 LTP Awards”) to the then-serving executive officers are eligible to begin vesting when Cadence’s 20-day average stock price exceeded a threshold of $245 per share and full vesting is scheduled to occur when the average stock price reaches a goal of $359 per share, with the first vesting date on March 15, 2025 and subject to a vesting cap of 33% of the award shares. The 2022 LTP Awards also require relative TSR to exceed the 35th percentile of the companies in both the S&P MidCap 400 Information Technology Index and the S&P 500 Information Technology Index as of January 13, 2022 in order for the awards to vest. Any shares that vest on a measurement date are subject to a one-year holding period and will not be delivered to the executive until the first anniversary of such measurement date. For each measurement date there will be a three-month lookback for the absolute stock price targets. Subject to the TSR hurdle, the maximum cumulative shares for a measurement date will be earned if at any point during that lookback period for the measurement date the rolling 20-day average closing price is at or above the stock price required to earn the maximum number of shares for the measurement date. The first measurement date for the 2022 LTP Awards was March 15, 2025, with the 3-month lookback beginning on December 16, 2024 (given December 15 was a Sunday). Cadence’s 20-day average stock price on December 16, 2024 was $307.98, thus satisfying the absolute stock price hurdle of $282.62 required to achieve the full 33% of the award eligible to be earned on the first measurement date. Separately, Cadence’s TSR relative to the comparator groups was in the 82nd percentile, as measured on March 14, 2025. Accordingly, 33% of the shares under the 2022 LTP Awards vested on March 15, 2025. Mr. Beckley ceased serving as Senior Vice President, Custom IC and PCB Group in October 2024 but continues to serve as our Senior Vice President, Strategic Technology Platforms, a non-executive position. In connection with his transition, he agreed to a 67% reduction of his 2022 LTP Award opportunity.

  105. Preview of 2025 Equity Incentive Compensation

    Preview of 2025 Equity Incentive Compensation 2025 LTP Awards. The Compensation Committee has granted LTP Awards every three years since 2016 to create strong alignment with stockholders over a five-year period with vesting subject to stockholder return targets. These awards work in connection with and complement the annual equity grants that executive officers receive. The Compensation Committee believes the program has been essential for rewarding and motivating behaviors to create significant stockholder value. By design, the LTP Awards are entirely performance-based and provide value to the recipients only if there are sustained and significant increases in stockholder value during the multi-year performance period of the awards. The Compensation Committee granted a new set of LTP Awards in March 2025 to all then-serving executive officers (the “2025 LTP Awards”). The timing of this award is consistent with Cadence’s previous practice to grant LTP awards to the executive team every three years (previous awards made in 2016, 2019 and 2022). The 2025 LTP Awards are similar in design to LTP Awards granted in prior years in that the awards do not fully vest until five years after the date of grant (i.e., in March 2030) and vesting is contingent upon Cadence’s stock performance exceeding both absolute price targets and a relative performance benchmark measured in the first quarter of 2028, 2029 and 2030. These awards, like the LTP Awards granted in 2022, require executives to hold any earned shares for an additional one-year period after the shares vest (subject to withholding for payroll taxes upon vesting and different treatment upon various termination scenarios).

  106. Preview of 2025 Equity Incentive Compensation

    | | 53 |

  107. Preview of 2025 Equity Incentive Compensation

    As noted above in the performance highlights, we believe that the prior LTP Awards have contributed to driving top of market shareholder returns since their implementation in 2016. The Compensation Committee assessed the 20-trading day trailing average price at the time of the March 2025 LTP Award as a potential basis for determining performance hurdles which is consistent with the historical process the Committee has used for prior LTP awards. However, the Compensation Committee met multiple times in late Q1 2025 to reflect upon the significant market volatility and believed that the 20-trading day trailing average price was too low to use in establishing performance hurdles when considering the recent stock price levels and avoiding overlapping goals with the 2022 LTP Award. The Committee, in consultation with its independent advisor, considered several additional factors when establishing the performance hurdles including (a) requiring meaningful market value creation for shareholders before executives are able to share in any rewards, (b) aligning close to the same “double” orientation from prior LTP Awards that shareholders have become familiar with and have supported since the adoption of the program in 2016, and (c) ensuring appropriate senior executive engagement and motivation during a period of intense market volatility and uncertainty. Following those discussions, the Committee set a “baseline” price of $262 which was above the 20-trading day trailing average price of $251.18 and the grant date stock price of $255.11. This “baseline” price was then used to establish the threshold and maximum price targets of $359 and $524, respectively. No value is shared with executives from the 2025 LTP Award until the stock price reaches the threshold value of $359 at which point executives begin to accrue potential vesting starting at 0%. At this threshold, Cadence would reach roughly $98 billion in market value, which is a $28.5 billion increase from the approximate market value at the time of the grant. In order for the executives to share in the maximum value of the 2025 LTP Award, the stock price will have to reach a value of $524, roughly $143 billion in market value, or a $73.7 billion increase from approximate market value at the time of the grant. These market value creation hurdles represent meaningful increases when compared to the required market value creation from prior LTPs due to maintaining a “double” orientation from a larger baseline. As an additional governance feature, the Committee also introduced a “cap” to the value that may be earned from the 2025 LTP Awards. The cap is set at 2.5x the value of the baseline price of $262 (resulting in a $655 value cap). If the Company’s stock price increases above the established cap, the number of shares actually earned are to be reduced such that the total value earned is equal to the original shares multiplied by the cap price. The following graphic provides an overview of the 2019, 2022, and 2025 LTP Award cycles.

  108. Preview of 2025 Equity Incentive Compensation

    | 54 | |

  109. 2025 Equity Awards

    2025 Equity Awards

  110. Annual Performance-Based Restricted Stock Units (PSUs)

    Annual Performance-Based Restricted Stock Units (PSUs) . In addition to the continuation of the periodic LTP Award program in 2025, the Compensation Committee reflected upon shareholder feedback over the past several years and sought to enhance the performance orientation of the annual equity awards while also diversifying performance against absolute share price by introducing PSUs for the CEO and other NEOs to replace stock options, and to replace incentive stock awards with time-based RSUs. Specifically, approximately 50% of the fiscal 2025 equity grants for the CEO consisted of PSUs, and approximately 34% of the other executive officers’ annual fiscal 2025 equity grants in the aggregate consisted of PSUs, with the remainder of the equity grants being time-based RSUs. Half the PSUs granted are subject to adjusted operating income growth goals and half are subject to relative TSR goals.

  111. Severance Benefits

    Severance Benefits The Compensation Committee periodically reviews typical industry practices concerning severance and change in control arrangements and considers how those practices compare to Cadence’s severance and change in control arrangements. Cadence has entered into an employment agreement with Dr. Devgan that provides for benefits upon termination of employment under certain circumstances, such as in connection with a change in control of Cadence. Cadence’s Executive Severance Plan provides certain severance benefits to individuals promoted to or hired as executive officers of Cadence, to the extent designated as a participant in the Executive Severance Plan by the Compensation Committee. Each of the NEOs other than Dr. Devgan have been designated as a participant in the Executive Severance Plan. In designing the Executive Severance Plan, the Compensation Committee structured the severance benefit levels based on Cadence’s historical practices and the competitive practices of our peers. Cadence provides these severance benefits as a means of attracting and retaining executive officers and focusing executive officers on stockholder interests even when it may not be in their own best interests, for example, when considering strategic alternatives. In general, the employment agreements and the Executive Severance Plan provide for severance benefits upon Cadence’s termination of the executive’s employment without “cause.” The employment agreements, but not the Executive Severance Plan, provide severance benefits upon resignation by the executive in connection with a “constructive termination” without a change in control. In the event of a change in control of Cadence, and if the executive’s employment is terminated without “cause” or by the executive in connection with a “constructive termination,” the executive will receive enhanced severance benefits. Accordingly, Cadence provides for enhanced severance benefits only in the event of a “double trigger” because it believes that the executive officers would be materially harmed only if a change in control results in reduced responsibilities or compensation, or loss of employment. The highest cash severance entitlement Cadence provides is less than 1.6 times base salary plus target bonus for a termination without “cause” or by the executive in connection with a “constructive termination” in the event of a change in control of Cadence. See “Potential Payments upon Termination or Change in Control” below for a more detailed discussion of the severance and change in control arrangements with the NEOs.

  112. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE

  113. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(4) | Total ($) | | Anirudh Devgan President and Chief Executive Officer | 2024 | 750,000 | 8,686,096 | 8,665,680 | 1,177,600 | 13,128 | 19,292,503 | | | 2023 | 750,000 | 7,702,791 | 7,689,913 | 1,187,386 | 11,772 | 17,341,862 | | | 2022 | 725,000 | 25,318,495 | 4,779,658 | 1,381,859 | 11,022 | 32,216,034 | | John M. Wall Senior Vice President and Chief Financial Officer | 2024 | 575,000 | 3,344,319 | 1,718,649 | 604,053 | 12,630 | 6,254,651 | | | 2023 | 575,000 | 3,050,188 | 1,568,773 | 705,606 | 11,772 | 5,911,339 | | | 2022 | 550,000 | 8,528,597 | 1,218,800 | 845,326 | 11,022 | 11,153,745 | | Thomas P. Beckley Former Senior Vice President, GM, Custom IC & PCB Group | 2024 | 475,000 | 2,866,516 | 1,473,202 | 487,136 | 21,590 | 5,323,445 | | Paul Cunningham Senior Vice President, GM, System Verification Group | 2024 | 475,000 | 2,886,516 | 1,473,202 | 496,452 | 11,946 | 5,323,116 | | | 2023 | 475,000 | 2,541,824 | 1,307,264 | 594,990 | 11,222 | 4,930,300 | | | 2022 | 450,000 | 7,461,699 | 975,070 | 661,438 | 10,036 | 9,558,243 | | Chin-Chi Teng Senior Vice President GM, Digital & Signoff Group | 2024 | 475,000 | 2,886,516 | 1,473,202 | 482,241 | 14,408 | 5,311,368 | | | 2023 | 475,000 | 2,541,824 | 1,307,264 | 580,438 | 13,183 | 4,917,709 | | | 2022 | 450,000 | 7,461,699 | 975,070 | 650,089 | 12,260 | 9,549,118 | | Paul Scannell Senior Vice President Customer Success Team | 2024 | 429,948 | 2,693,905 | 1,384,209 | 476,473 | 10,457 | 5,172,527 |

  114. 2024 SUMMARY COMPENSATION TABLE

    | (1) Includes amounts deferred pursuant to Section 401(k) of the Internal Revenue Code and the Deferred Compensation Plan. The Non-Equity Incentive Plan Compensation column represents cash bonuses earned under the SEBP. |

  115. 2024 SUMMARY COMPENSATION TABLE

    | (2) In accordance with SEC rules, the amount shown reflects the grant date fair value of stock awards and option awards granted during fiscal 2024 calculated pursuant to FASB ASC 718. The assumptions used to calculate the valuation of the awards for fiscal 2024 are set forth in Note 9 to the Notes to Consolidated Financial Statements in the Annual Report, and the assumptions used to calculate the valuation of the awards for prior years are set forth in the Notes to Consolidated Financial Statements in Cadence’s annual reports on Form 10-K for the corresponding years. While the grant date fair value of awards reflects the full value of the awards in the year of grant, the awards will be earned by the holder over a number of years, and the stock awards are subject to performance conditions. The terms of the applicable awards are discussed in more detail in the tables entitled “Grants of Plan-Based Awards in Fiscal Year 2024” and “Outstanding Equity Awards at 2024 Fiscal Year End.” The amount shown is based on the price of Cadence common stock on the date the award was granted and does not reflect any fluctuations in the price of Cadence common stock subsequent to the grant date. The amount shown therefore does not reflect the financial benefit that the holder of the award will actually realize upon the vesting of the award, and with respect to option awards, such amount does not reflect whether the option award will be exercised or exercisable prior to its expiration. |

  116. 2024 SUMMARY COMPENSATION TABLE

    | 60 | |

  117. 2024 SUMMARY COMPENSATION TABLE

    | (3) The amount shown includes both the grants of incentive stock awards (“ISAs”) and long-term equity awards subject to stockholder return targets (“LTP Awards”). LTP Awards were granted to all of the NEOs in fiscal 2022. As a result of the foregoing, stock award values and total compensation for years in which an executive officer received an LTP Award are significantly higher than Cadence’s historical compensation levels. |

  118. 2024 SUMMARY COMPENSATION TABLE

    The per share and aggregate grant date fair values of the ISAs granted in fiscal 2024, calculated pursuant to FASB ASC 718, are set forth below.

  119. 2024 SUMMARY COMPENSATION TABLE

    | | ISAs | | | | Name | Shares | Per Share ($) | Aggregate ($) | | Anirudh Devgan | 29,105 | 298.44 | 8,686,096 | | John M. Wall | 11,206 | 298.44 | 3,344,319 | | Thomas P. Beckley | 9,605 | 298.44 | 2,866,516 | | Paul Cunningham | 9,605 | 298.44 | 2,866,516 | | Chin-Chi Teng | 9,605 | 298.44 | 2,866,516 | | Paul Scannell . | 9,446 | 285.19 | 2,693,905 |

  120. 2024 SUMMARY COMPENSATION TABLE

    | (4) The amounts listed in the “All Other Compensation” column above reflect the following and, unless noted below, are based upon the actual cost expended by Cadence in connection with the following amounts for fiscal 2024: |

  121. 2024 SUMMARY COMPENSATION TABLE

    | • | For Mr. Devgan, the amount shown includes $10,350 for 401(k) matching contributions and $2,778 for term life insurance premium payments. |

  122. 2024 SUMMARY COMPENSATION TABLE

    | • | For Mr. Wall, the amount shown includes $10,350 for 401(k) matching contributions and $2,280 for term life insurance premium payments. |

  123. 2024 SUMMARY COMPENSATION TABLE

    | • | For Mr. Beckley, the amount shown includes $10,350 for 401(k) matching contributions and $11,240 for term life insurance premium payments. |

  124. 2024 SUMMARY COMPENSATION TABLE

    | • | For Mr. Cunningham, the amount shown includes $10,350 for 401(k) matching contributions and $1,596 for term life insurance premium payments. |

  125. 2024 SUMMARY COMPENSATION TABLE

    | • | For Mr. Teng, the amount shown includes $10,350 for 401(k) matching contributions and $4,058 for term life insurance premium payments. |

  126. 2024 SUMMARY COMPENSATION TABLE

    | • | For Mr. Scannell, the amount shown includes $10,350 for 401(k) matching contributions and $107 for term life insurance premium payments. |

  127. 2024 SUMMARY COMPENSATION TABLE

    | | 61 |

  128. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

  129. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Anirudh Devgan | 3/15/24 | — | — | — | — | — | — | 29,105 | — | — | 8,686,096 | | | 3/15/24 | — | — | — | — | — | — | — | 83,145 | 298.44 | 8,665,680 | | | SEBP | — | 1,125,000 | 2,531,250 | — | — | — | — | — | — | — | | John M. Wall | 3/15/24 | — | — | — | — | — | — | 11,206 | — | — | 3,344,319 | | | 3/15/24 | — | — | — | — | — | — | — | 16,490 | 298.44 | 1,718,649 | | | SEBP | — | 575,000 | 1,293,750 | — | — | — | — | — | — | — | | Thomas P. Beckley | 3/15/24 | — | — | — | — | — | — | 9,605 | — | — | 2,866,516 | | | 3/15/24 | — | — | — | — | — | — | — | 14,135 | 298.44 | 1,473,202 | | | SEBP | — | 475,000 | 1,068,750 | — | — | — | — | — | — | — | | Paul Cunningham | 3/15/24 | — | — | — | — | — | — | 9,605 | — | — | 2,866,516 | | | 3/15/24 | — | — | — | — | — | — | — | 14,135 | 298.44 | 1,473,202 | | | SEBP | — | 475,000 | 1,068,750 | — | — | — | — | — | — | — | | Chin-Chi Teng | 3/15/24 | — | — | — | — | — | — | 9.605 | — | — | 2,866,516 | | | 3/15/24 | — | — | — | — | — | — | — | 14,135 | 298.44 | 1,473,202 | | | SEBP | — | 475,000 | 1,068,750 | — | — | — | — | — | — | — | | Paul Scannell | 5/6/24 | — | — | — | — | — | — | 9,446 | — | — | 2,693,905 | | | 5/6/24 | — | — | — | — | — | — | — | 14,163 | 285.19 | 1,384,209 | | | SEBP | — | 429,948 | 967,384 | — | — | — | — | — | — | — |

  130. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | (1) The Non-Equity Incentive Plan Awards consist of cash bonuses under the SEBP. Pursuant to the terms of the SEBP, bonus amounts are based on base salary earned during the year by each NEO. The minimum dollar amount for each such bonus award is $0. |

  131. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | (2) The incentive stock awards granted to Messrs. Devgan, Wall, Beckley, Cunningham and Teng on March 15, 2024 and to Mr. Scannell on May 6, 2024 were granted under the Omnibus Plan and vest over three years, with 1/3rd of the shares subject to each such stock award vesting twelve months after the date of grant and the remaining shares vesting in four equal semi-annual installments, subject to the achievement of certain specified performance goals. |

  132. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | (3) The stock options granted to Messrs. Devgan, Wall, Beckley, Cunningham and Teng on March 15, 2024 and to Mr. Scannell on May 6, 2024 were granted under the Omnibus Plan and vest over four years, with 1/48th of the shares vesting each month after the date of grant. |

  133. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | (4) The exercise price of the stock options is the closing price of Cadence common stock on the date of grant. |

  134. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | (5) In accordance with SEC rules, the amount shown reflects the grant date fair value of stock awards and option awards granted during fiscal 2023 calculated pursuant to FASB ASC 718. The assumptions used to calculate the valuation of the awards for fiscal 2024 are set forth in Note 9 to the Notes to Consolidated Financial Statements in the Annual Report. The grant date fair value of the stock awards and stock options granted during fiscal 2024 is based on the price of Cadence common stock on the date the award was granted and does not reflect any fluctuations in the price of Cadence common stock subsequent to the grant date. The amount shown therefore does not reflect the financial benefit that the holder of the award will actually realize upon the vesting of the award, and with respect to option awards, such amount does not reflect whether the option award will be exercised or exercisable prior to its expiration. |

  135. GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024

    | 62 | |

  136. NARRATIVE DISCLOSURE TO 2024 SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024 TABLE

    NARRATIVE DISCLOSURE TO 2024 SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS IN FISCAL YEAR 2024 TABLE

  137. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

  138. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($) | | Anirudh Devgan | 93,151(3) | 0 | 56.57 | 2/22/2026 | — | — | — | — | | | 71,821(3) | 0 | 78.76 | 2/14/2027 | — | — | — | — | | | 60,005 | 2,609 | 138.02 | 2/25/2028 | — | — | — | — | | | 210,744 | 70,249 | 184.27 | 12/15/2028 | — | — | — | — | | | 67,100 | 30,501 | 142.5 | 3/15/2029 | — | — | — | — | | | 47,420 | 60,970 | 202.94 | 3/15/2030 | — | — | — | — | | | 15,589 | 67,556 | 298.44 | 3/15/2031 | | | | | | | — | — | — | — | 5,595(4) | 1,681,074 | — | — | | | — | — | — | — | 18,978(5) | 5,702,130 | — | — | | | — | — | — | — | 29,105(6) | 8,744,888 | — | — | | | — | — | — | — | | | 409,208(7) | 122,950,636 | | John M. Wall | 2,442 | 976 | 138.02 | 2/25/2028 | — | — | — | — | | | 1,120 | 267 | 138.02 | 2/25/2028 | — | — | — | — | | | 2,110 | 7,778 | 142.50 | 3/15/2029 | — | — | — | — | | | 9,674 | 12,438 | 202.94 | 3/15/2030 | — | — | — | — | | | 3,091 | 13,399 | 298.44 | 3/15/2031 | — | — | — | — | | | — | — | — | — | 2,770(4) | 832,274 | — | — | | | — | — | — | — | 7,515(5) | 2,257,957 | — | — | | | — | — | — | — | 11,206(6) | 3,366,955 | — | — | | | — | — | — | — | — | — | 122,763(7) | 36,885,371 | | Thomas P. Beckley | 1,197 | 799 | 138.02 | 2/25/2028 | — | — | — | — | | | 1,244 | 6,223 | 142.5 | 3/15/2029 | — | — | — | — | | | 1,152 | 10,365 | 202.94 | 3/15/2030 | — | — | — | — | | | 2,650 | 11,485 | 298.44 | 3/15/2031 | — | — | — | — | | | — | — | — | — | 2,216(4) | 665,819 | — | — | | | — | — | — | — | 6,262(5) | 1,881,481 | — | — | | | — | — | — | — | 9,605(6) | 2,885,918 | — | — | | | — | — | — | — | — | — | 110,941(7) | 33,333,333 | | Paul Cunningham | 14,689 | 639 | 138.02 | 2/25/2028 | — | — | — | — | | | 13,688 | 6,223 | 142.50 | 3/15/2029 | — | — | — | — | | | 8,061 | 10,365 | 202.94 | 3/15/2030 | — | — | — | — | | | 2,650 | 11,485 | 298.44 | 3/15/2031 | — | — | — | — | | | — | — | — | — | 2,216(4) | 665,819 | — | — | | | — | — | — | — | 6,262(5) | 1,881,481 | — | — | | | — | — | — | — | 9,605(6) | 2,885,918 | — | — | | | — | — | — | — | — | — | 110,941(7) | 33,333,333 |

  139. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | 64 | |

  140. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | 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 ($) | | Chin-Chi Teng | 25,260(3) | 0 | 56.57 | 2/22/2026 | — | — | — | — | | | 9,910(3) | 0 | 78.76 | 2/14/2027 | — | — | — | — | | | 188(3) | 0 | 78.76 | 2/14/2027 | — | — | — | — | | | 5,189 | 799 | 138.02 | 2/25/2028 | — | — | — | — | | | 4,977 | 6,223 | 142.5 | 3/15/2029 | — | — | — | — | | | 2,303 | 10,365 | 202.94 | 3/15/2030 | — | — | — | — | | | 2,650 | 11,485 | 298.44 | 3/15/2031 | — | — | — | — | | | — | — | — | — | 2,216(4) | 665,819 | — | — | | | — | — | — | — | 6,262(5) | 1,881,481 | — | — | | | — | — | — | — | 9,605(6) | 2,885,918 | — | — | | | — | — | — | — | — | — | 110,941(7) | 33,333,333 | | Paul Scannell | 2,065 | 12,098 | 285.19 | 5/6/2031 | — | — | — | — | | | — | — | — | — | 9,446(8) | 2,838,145 | — | — | | | — | — | — | — | 1,394(9) | 418,841 | — | — | | | — | — | — | — | 432(10) | 129,799 | — | — | | | — | — | — | — | 1,844(11) | 554,048 | — | — | | | — | — | — | — | 764(12) | 229,551 | — | — | | | — | — | — | — | — | — | 22,500(13) | 6,760,350 |

  141. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (1) Unless otherwise indicated, these stock options vest at a rate of 1/48th every month after the date of grant and expire on the seven-year anniversary of the grant date. |

  142. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (2) The market value of the stock awards that have not vested is calculated by multiplying the number of shares that have not vested by the closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024) of $300.46 per share. |

  143. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (3) Stock option fully vested as of January 2, 2025. |

  144. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (4) Restricted stock was granted on March 15, 2022 and vests over three years, with 1/3rd of the shares vesting approximately twelve months after the date of grant and the remaining shares vesting in four equal semi-annual installments, subject to the achievement of specific performance goals that were attained. |

  145. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (5) Restricted stock was granted on March 15, 2023 and vests over three years, with 1/3rd of the shares vesting approximately twelve months after the date of grant and the remaining shares vesting in four equal semi-annual installments, subject to the achievement of specific performance goals that were attained. |

  146. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (6) Restricted stock was granted on March 15, 2024 and vests over three years, with 1/3rd of the shares vesting approximately twelve months after the date of grant and the remaining shares vesting in four equal semi-annual installments, subject to the achievement of specific performance goals that were attained. |

  147. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (7) LTP Award was granted on January 13, 2022 and vests upon achieving TSR of (i) 50% (corresponding to a $245 stock price) above which vesting begins or (ii) 120% (corresponding to a $359 stock price) at or above which 100% vesting would occur, from the $163.16 closing trading price on January 13, 2022 (the award grant date) through March 15, 2027 (the end of the award’s multi-year term). The percentage of the award that vests for TSR in between the 50% and 120% levels is determined by linear interpolation between such levels. |

  148. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | | 65 |

  149. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | TSR is calculated using a trailing 20-day average stock price and the corresponding stock prices cited above assume that no dividends, stock splits or other similar adjustments have occurred. The LTP Award terms provide for the possibility of partial vesting on two interim measurement dates – March 15, 2025 and March 15, 2026 – if TSR reaches the vesting range by such dates, subject to vesting limits of 33% of the total shares for the 2025 measurement date and 67% of the total shares for the 2026 measurement date on a cumulative basis. No portion of the LTP Award shall vest at any time unless Cadence’s TSR from January 13, 2022 through the applicable measurement date is equal to or greater than the 35th percentile of the companies listed in the S&P MidCap 400 Information Technology Index and the S&P 500 Information Technology Index as of January 13, 2022. |

  150. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (8) Restricted stock was granted on May 6, 2024 and vests over three years, with 1/3rd of the shares vesting approximately twelve months after the date of grant and the remaining shares vesting in four equal semi-annual installments, subject to the achievement of specific performance goals. |

  151. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (9) Restricted stock was granted on July 15, 2022 and vests at a rate of 1/6th every six months from the date of grant over three years. |

  152. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (10) Restricted stock was granted on October 15, 2022 and vests at a rate of 1/6th every six months from the date of grant over three years. |

  153. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (11) Restricted stock was granted on July 17, 2023 and vests at a rate of 1/6th every six months from the date of grant over three years. |

  154. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (12) Restricted stock was granted on October 15, 2023 and vests at a rate of 1/6th every six months from the date of grant over three years. |

  155. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | (13) LTP Award was granted on April 18, 2022 and vests upon achieving TSR of (i) 50% (corresponding to a $245 stock price) above which vesting begins or (ii) 120% (corresponding to a $359 stock price) at or above which 100% vesting would occur, from the $163.16 closing trading price on January 13, 2022 (the award grant date) through March 15, 2027 (the end of the award’s multi-year term). The percentage of the award that vests for TSR in between the 50% and 120% levels is determined by linear interpolation between such levels. TSR is calculated using a trailing 20-day average stock price and the corresponding stock prices cited above assume that no dividends, stock splits or other similar adjustments have occurred. The LTP Award terms provide for the possibility of partial vesting on two interim measurement dates – March 15, 2025 and March 15, 2026 – if TSR reaches the vesting range by such dates, subject to vesting limits of 33% of the total shares for the 2025 measurement date and 67% of the total shares for the 2026 measurement date on a cumulative basis. No portion of the LTP Award shall vest at any time unless Cadence’s TSR from January 13, 2022 through the applicable measurement date is equal to or greater than the 35th percentile of the companies listed in the S&P MidCap 400 Information Technology Index and the S&P 500 Information Technology Index as of January 13, 2022. |

  156. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    | 66 | |

  157. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024 The following table sets forth information with respect to the exercise of stock options by the NEOs during fiscal 2024 and the vesting during fiscal 2024 of stock awards previously granted to the NEOs:

  158. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Anirudh Devgan | 99,886 | 22,336,990 | 112,688 | 33,344,705 | | John M. Wall | 46,000 | 6,587,096 | 64,639 | 19,346,985 | | Thomas P. Beckley | 109,687 | 23,093,401 | 52,238 | 15,490,388 | | Paul Cunningham | — | — | 55,230 | 16,381,435 | | Chin-Chi Teng | 67,942 | 12,957,106 | 52,238 | 15,490,388 | | Paul Scannell | — | — | 5,088 | 1,465,371 |

  159. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    | (1) Amounts shown for option awards are determined by multiplying (i) the number of shares of Cadence common stock to which the exercise of the options related, by (ii) the difference between the per share sales price of Cadence common stock at exercise and the exercise price of the options. |

  160. OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2024

    | (2) Amounts shown for stock awards are determined by multiplying the number of shares that vested by the per share closing price of Cadence common stock on the vesting date. |

  161. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024 Under the Deferred Compensation Plan, Cadence employees who are classified as officers, vice presidents, directors, or an equivalent title and selected as eligible, as well as non-employee directors, may elect to defer compensation otherwise payable to them. Eligible employees may elect to defer up to 80% of their base salary and up to 100% of their non-equity incentive plan compensation while non-employee directors may elect to defer up to 100% of their directors’ fees. These deferred compensation amounts are credited to participant accounts, with values indexed to the performance of mutual funds or money market accounts selected by the participant. Participants may elect to receive distributions from their account upon termination of employment or service with Cadence, the passage of a specified number of years or the attainment of a specified age. In addition, participants may elect to receive distributions in a lump-sum payment or annual installments over a five-, ten- or fifteen-year period. The participant’s account will be distributed upon termination of employment if it occurs prior to the participant’s elected period of service, years or age, in the form selected.

  162. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2)(3) | | Anirudh Devgan | 7,070 | — | 6,385 | — | 142,380 | | John M. Wall | 404,477 | — | 208,509 | — | 4,149,802 | | Thomas P. Beckley | — | — | — | — | — | | Paul Cunningham | — | — | — | — | — | | Chin-Chi Teng | 346,422 | — | 131,949 | (308,442) | 3,069,210 | | Paul Scannell | 1,278,012 | — | 192,052 | | 7,166,899 |

  163. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | | 67 |

  164. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | (1) The amounts reported in this column are reported as either “Salary” or “Non-Equity Incentive Plan Compensation” for such NEO in the Summary Compensation Table, except for Mr. Scannell who was not a NEO prior to fiscal 2024. |

  165. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | (2) Amounts in this column take into consideration the following executive contribution amounts that were previously reported in the Summary Compensation Table as compensation for 2023 and 2022: Dr. Devgan, $13,968, Mr. Wall, $1,310,109 and Dr. Teng, $825,077. |

  166. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | (3) Amounts in this column take into account transactional fees. |

  167. NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | 68 | |

  168. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  169. POTENTIAL PAYMENTS

    POTENTIAL PAYMENTS The tables below set forth the estimated value of the potential payments to the NEOs, assuming the executive’s employment was terminated on December 31, 2024, based upon the $300.46 per share closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024), under the applicable employment agreement or the Executive Severance Plan in effect at that time, and, for purposes of the second table below, that a change in control of Cadence had also occurred on that date. Amounts are reported without any reduction for possible delay in the commencement or timing of payments or due to any reduction under Section 280G of the Internal Revenue Code. Potential Payments and Benefits Upon a Termination of Employment by Cadence Without Cause or by Executive in Connection with a Constructive Termination Not in Connection with a Change in Control

  170. POTENTIAL PAYMENTS

    | Name | Transition Period Salary ($) | Lump Sum Payment 1 ($)(1) | Lump Sum Payment 2 ($)(2) | Company- Paid COBRA Premiums ($) | Vesting of Stock Options ($)(3) | Vesting of Restricted Stock Awards ($)(4) | Pre-Tax Total ($) | | Anirudh Devgan | 24,000 | 750,000 | 1,125,000 | 45,841 | 17,430,757 | 50,457,186 | 69,832,784 | | John M. Wall(5) | 24,000 | 575,000 | 575,000 | 30,578 | 1,732,159 | 16,755,965 | 19,692,702 | | Thomas P. Beckley | 24,000 | 475,000 | 475,000 | 32,219 | 1,372,430 | 11,746,495 | 14,125,144 | | Paul Cunningham(5) | 24,000 | 475,000 | 356,250 | 45,841 | 1,346,440 | 14,740,231 | 17,132,502 | | Chin-Chi Teng(5) | 24,000 | 475,000 | 475,000 | 45,841 | 1,372,430 | 14,740,231 | 16,987,762 | | Paul Scannell(5) | 24,000 | 500,000 | 500,000 | 33 | 54,071 | 5,892,369 | 6,970,473 |

  171. POTENTIAL PAYMENTS

    | (1) Lump Sum Payment 1 is payable on the First Transition Payment Date (defined above under “Employment Agreements and the Executive Severance Plan”). |

  172. POTENTIAL PAYMENTS

    | (2) Lump Sum Payment 2 is payable on the Second Transition Payment Date (defined above under “Employment Agreements and the Executive Severance Plan”). |

  173. POTENTIAL PAYMENTS

    | (3) These amounts are calculated based on the number of shares of Cadence common stock that would have been subject to acceleration multiplied by the difference between the closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024) of $300.46 per share (assuming it was the market price per share of Cadence common stock on the date of termination of employment) and the exercise price of the stock option. |

  174. POTENTIAL PAYMENTS

    | (4) These amounts are calculated based on the number of shares of Cadence common stock that would have been subject to acceleration multiplied by the closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024) of $300.46 per share. In addition, these amounts include the value of 2022 LTP Awards that would have vested at each subsequent measurement date, as prorated in accordance with their terms, assuming a trailing 20-day average stock price of $300.46 per share on such date. |

  175. POTENTIAL PAYMENTS

    | | 73 |

  176. POTENTIAL PAYMENTS

    | (5) Under the terms of the Executive Severance Plan, Messrs. Cunningham, Scannell, Teng and Wall would have been eligible for severance benefits following a termination of employment by Cadence without “cause,” but would not have been entitled to severance benefits following a “constructive termination” unless in connection with a “change in control.” |

  177. POTENTIAL PAYMENTS

    Potential Payments and Benefits Upon a Termination of Employment by Cadence Without Cause or by Executive in Connection with a Constructive Termination Within 3 Months Prior to or 13 Months Following a Change in Control

  178. POTENTIAL PAYMENTS

    | Name | Transition Period Salary ($) | Lump Sum Payment 1 ($)(1) | Lump Sum Payment 2 ($)(2) | Company- Paid COBRA Premiums ($) | Vesting of Stock Options ($)(3) | Vesting of Restricted Stock Awards ($)(4) | Pre-Tax Total ($) | | Anirudh Devgan | 24,000 | 1,125,000 | 1,687,500 | 45,841 | 19,486,233 | 56,701,910 | 79,070,484 | | John M. Wall | 24,000 | 862,500 | 862,500 | 30,578 | 2,670,546 | 18,629,421 | 23,079,545 | | Thomas P. Beckley | 24,000 | 712,500 | 712,500 | 32,219 | 2,146,769 | 16,433,359 | 20,061,347 | | Paul Cunningham | 24,000 | 712,500 | 534,375 | 45,841 | 2,120,779 | 16,433,359 | 19,870,854 | | Chin-Chi Teng | 24,000 | 712,500 | 712,500 | 45,841 | 2,146,769 | 16,433,359 | 20,074,969 | | Paul Scannell | 24,000 | 750,000 | 750,000 | 33 | 184,736 | 6,401,300 | 8,110,070 |

  179. POTENTIAL PAYMENTS

    | (1) Lump Sum Payment 1 is payable on the First Transition Payment Date (defined above under “Employment Agreements and the Executive Severance Plan”). |

  180. POTENTIAL PAYMENTS

    | (2) Lump Sum Payment 2 is payable on the Second Transition Payment Date (defined above under “Employment Agreements and the Executive Severance Plan”). |

  181. POTENTIAL PAYMENTS

    | (3) These amounts are calculated based on the number of shares of Cadence common stock that would have been subject to acceleration upon a termination of employment in connection with a change in control multiplied by the difference between the closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024) of $300.46 per share (assuming it was equal to the market price per share of Cadence common stock on the date of termination of employment) and the exercise price of the stock option. |

  182. POTENTIAL PAYMENTS

    | (4) These amounts are calculated based on the number of shares of Cadence common stock that would have been subject to acceleration upon a termination of employment in connection with a change in control multiplied by the closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024) of $300.46 per share. In addition, these amounts include the value of 2022 LTP Awards that would have vested assuming an acquisition price of $300.46 per share. |

  183. POTENTIAL PAYMENTS

    | 74 | |

  184. Potential Payments and Benefits Upon a Termination of Employment by Reason of Death or Due to Permanent Disability

    Potential Payments and Benefits Upon a Termination of Employment by Reason of Death or Due to Permanent Disability The table below sets forth the estimated value of the potential payments to each NEO, assuming the executive’s employment had terminated on December 31, 2024 by reason of the executive’s death or “permanent disability.” Amounts are reported without any reduction for possible delay in the commencement or timing of payments.

  185. Potential Payments and Benefits Upon a Termination of Employment by Reason of Death or Due to Permanent Disability

    | Name | Company-Paid COBRA Premiums (Upon Termination of Employment Due to Permanent Disability) ($) | Vesting of Stock Options ($)(1) | Vesting of Restricted Stock Awards ($)(2) | Pre-Tax Total (Upon Termination of Employment Due to Permanent Disability) ($) | Pre-Tax Total (Upon Termination of Employment Due to Death) ($) | | Anirudh Devgan | 45,841 | 15,124,846 | 35,866,898 | 51,037,585 | 50,991,744 | | John M. Wall | 30,578 | 1,732,159 | 12,378,872 | 14,141,609 | 14,111,031 | | Thomas P. Beckley | 32,219 | 1,372,430 | 16,433,359 | 17,838,008 | 17,805,789 | | Paul Cunningham | 45,841 | 1,346,440 | 10,784,690 | 12,176,971 | 12,131,130 | | Chin-Chi Teng | 45,841 | 1,372,430 | 10,784,690 | 12,202,962 | 12,157,121 | | Paul Scannell | 33 | 54,071 | 5,255,706 | 5,309,810 | 5,309,777 |

  186. Potential Payments and Benefits Upon a Termination of Employment by Reason of Death or Due to Permanent Disability

    | (1) These amounts are calculated based on the number of shares of Cadence common stock that would have been subject to acceleration multiplied by the difference between the closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024) of $300.46 per share (assuming it was equal to the market price per share of Cadence common stock on the date of termination of employment) and the exercise price of the stock option. |

  187. Potential Payments and Benefits Upon a Termination of Employment by Reason of Death or Due to Permanent Disability

    | (2) These amounts are calculated based on the number of shares of Cadence common stock that would have been subject to acceleration multiplied by the closing price of Cadence common stock on December 31, 2024 (the last business day of Cadence’s fiscal 2024) of $300.46 per share. In addition, these amounts include the value of 2022 LTP Awards that would have vested at the next measurement date, as prorated in accordance with their terms, assuming a trailing 20-day average stock price of $300.46 per share on such date. |

  188. Potential Payments and Benefits Upon a Termination of Employment by Reason of Death or Due to Permanent Disability

    | | 75 |

  189. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, Cadence is providing the following information about the relationship of the annual total compensation of its employees to the annual total compensation of Dr. Devgan, Cadence’s CEO. To understand this disclosure, Cadence believes that it is important to give context to Cadence’s operations. Cadence’s corporate headquarters is in San Jose, California and Cadence has employees in over 25 countries. As a global organization, approximately 72% of Cadence’s employees were located outside of the U.S. as of December 31, 2024. As discussed above in the “Compensation Discussion and Analysis,” Cadence is engaged in a very competitive industry, and its success depends on its ability to attract, motivate and retain highly qualified, talented and creative employees. Consistent with Cadence’s executive compensation program, Cadence’s global compensation program is designed to be competitive in terms of both the position and the geographic location in which an employee is located. Accordingly, Cadence’s pay structures vary among its employees based on position and geographic location, with significant consideration given to competitive market practices.

  190. PAY RATIO

    PAY RATIO For 2024, Cadence’s last completed fiscal year:

  191. PAY RATIO

    | • | The median of the annual total compensation of all of Cadence’s employees, other than Dr. Devgan, was $128,463. |

  192. PAY RATIO

    | • | Dr. Devgan’s annual total compensation, as reported in the “Total” column of the 2024 Summary Compensation Table presented above under “Compensation of Executive Officers,” was $19,292,503. |

  193. PAY RATIO

    Based on this information, the ratio of the annual total compensation of Dr. Devgan to the median of the annual total compensation of all of Cadence’s employees other than Dr. Devgan is estimated to be 150 to 1.

  194. PAY RATIO

    | | 77 |

  195. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As highlighted in “Compensation Discussion and Analysis,” one of the primary principles of our compensation program is to ensure that there is a substantial portion of executive officer pay that is at-risk and highly dependent on Cadence’s short-term and long-term financial, operational, and stock price performance. For our executives, over 80% of their opportunity is tied to long-term equity incentives that depend on our stock price performance, while roughly 5% to 10% of our executive pay is tied to annual financial and operational performance. As a result, we would expect that our Compensation Actually Paid in the table below will have a stronger correlation with our TSR and stock price performance than our annual financial and operational performance. We expect a strong correlation to stock price performance through the combination of (a) having a significant portion of executive pay tied to long-term incentives (“LTI”) and (b) using options as part of our annual LTI mix (50% for our CEO and 34% for our other NEOs) and periodic LTP awards that require meeting material stock price growth hurdles before any value is delivered to our executives. Strong business performance (including increased revenues, operating margin, and net income) continued to drive the increase in Cadence’s stock price from 2023 to 2024. In the charts and descriptions of the relationships presented below we note the following:

  196. PAY VERSUS PERFORMANCE

    | (a) We show two Principal Executive Officers (“PEOs”) over the five-year period due to our CEO transition in 2021 (Dr. Devgan is PEO #1 for 2024, 2023, 2022 and 2021 and Mr. Tan is PEO #2 for 2021 and 2020). |

  197. PAY VERSUS PERFORMANCE

    | (b) As stated above, our Compensation Actually Paid may vary notably year-over-year. These swings occur primarily due to: (a) the Compensation Actually Paid calculation measuring the change in fair value of equity awards (not the absolute value), (b) the stock price performance differing meaningfully in certain years, and (c) our practice of granting options and periodic LTP awards with challenging stock price hurdles. |

  198. PAY VERSUS PERFORMANCE

    For example, the large increase in Compensation Actually Paid for 2023 compared to 2022 was a result of our stock price growing 70% in 2023 versus decreasing 14% in 2022. Additionally, the stock price increased to be above the LTP III price hurdles, leading to higher values vesting in March 2023 and March 2024. Further, the notable decrease in Compensation Actually Paid in 2024 reflects a relatively modest stock price increase of 10% (versus 70% for 2023), with the stock price being below the maximum price target for LTP IV awards and only slightly above the exercise price for options awarded in 2024. These observed year-over-year changes in our Compensation Actually Paid demonstrate the strong alignment between our long-term equity incentives and stock price performance. As such, we would expect larger Compensation Actually Paid values in years with stronger stock price performance and smaller values in years with lower performance.

  199. PAY VERSUS PERFORMANCE

    | 78 | |

  200. PAY VERSUS PERFORMANCE

    The following table sets forth additional compensation information of our PEO and our other (non-PEO) NEOs along with TSR, net income, and non-GAAP operating income performance results for our fiscal years 2020, 2021, 2022, 2023, and 2024.

  201. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Comp Table Total for PEO#1 (2) | Compensation Actually Paid to PEO#1 (3)(4) | Summary Comp Table Total for PEO#2 (2) | Compensation Actually Paid to PEO#2 (3)(5) | Average Summary Comp Table Total for non-PEO NEOs (2) | Average Compensation Actually Paid to non-PEO NEOs (3)(6) | Cadence Design Systems’ Total Shareholder Return (7) | Peer Group Total Shareholder Return (7) | GAAP Net Income | Non-GAAP Operating Income (8) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $19,292,503 | $28,687,892 | N/A | N/A | $5,477,021 | $7,966,742 | $433 | $300 | $1,055,484,000 | $1,974,360,000 | | 2023 | $17,341,862 | $119,135,192 | N/A | N/A | $5,291,144 | $34,337,386 | $393 | $211 | $1,041,144,000 | $1,717,212,000 | | 2022 | $32,216,034 | $24,757,155 | N/A | N/A | $10,293,930 | $7,377,865 | $232 | $135 | $848,952,000 | $1,436,357,000 | | 2021 | $21,735,794 | $39,820,493 | $11,166,016 | $60,351,290 | $5,188,515 | $14,539,214 | $269 | $190 | $695,955,000 | $1,110,755,000 | | 2020 | N/A | N/A | $9,604,640 | $93,290,140 | $4,251,412 | $21,315,667 | $197 | $142 | $590,644,000 | $944,083,000 |

  202. PAY VERSUS PERFORMANCE

    | (1) NEOs included in the above compensation columns reflect the following: |

  203. PAY VERSUS PERFORMANCE

    | Year | PEO #1 | PEO #2 | Non-PEO NEOs | | 2024 | Dr. Devgan | — | Messrs. Wall, Beckley, Cunningham, Teng and Scannell | | 2023 2022 | Dr. Devgan Dr. Devgan | — — | Messrs. Wall, Zaman, Cunningham and Teng Messrs. Wall, Zaman, Cunningham and Teng | | 2021 | Dr. Devgan | Mr. Tan | Messrs. Wall, Zaman, Teng and Beckley | | 2020 | — | Mr. Tan | Messrs. Devgan, Wall, and Teng and Ms. Flaminia |

  204. PAY VERSUS PERFORMANCE

    | (2) Amounts reported in this column represent (i) the total compensation as reported in the Summary Compensation Table for the applicable year in the case of Dr. Devgan and Mr. Tan (for each year they served as PEO) and (ii) the average of the total compensation as reported in the Summary Compensation Table for Cadence’s other NEOs for the applicable year. |

  205. PAY VERSUS PERFORMANCE

    | (3) The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in Accounting Standards Codification Topic No. 718: Compensation–Stock Compensation (“ASC Topic 718”). The fair values of restricted share awards that are subject to solely service-based vesting criteria equals the closing price on applicable year-end date(s) or, in the case of vesting dates, the closing price on the applicable vesting dates. The fair values of LTP awards that vest upon the attainment of both stock price targets and TSR hurdles relative to a group of peer companies were estimated with a Monte Carlo simulation model as of the applicable year-end date(s) using the same methodology as used to estimate the grant date fair value, but using each company’s closing stock price on the applicable revaluation date as the current market price and volatility assumptions and risk free rates determined as of the revaluation date based on the length of the LTP award’s remaining performance measurement period. The vest date values of the LTP awards equals the closing price on the applicable vesting dates. The fair values of stock options were estimated using the Black Scholes option pricing model as of the applicable year-end or vesting date(s), using the same methodology as used to estimate the grant date fair value but using (a) the closing stock price on applicable revaluation date as the current market price, (b) an expected remaining life assumption that is based on the stock options remaining contractual term as the applicable revaluation date and the degree to which the revaluation date stock price is greater than or less than the exercise price, with stock options that have an exercise price that is less than the revaluation date stock price having a shorter remaining expected life and stock options that have an exercise price that is greater than the revaluation date stock price having a longer remaining expected life, (c) expected volatility assumptions and risk free rates determined as of the revaluation date based on the length of the expected remaining life, and (d) an expected dividend rate of 0%. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in Cadence’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 and prior fiscal years. |

  206. PAY VERSUS PERFORMANCE

    | | 79 |

  207. PAY VERSUS PERFORMANCE

    | (4) Compensation Actually Paid to PEO #1 (Dr. Devgan) reflects the following adjustments from Total compensation reported in the Summary Compensation Table: |

  208. PAY VERSUS PERFORMANCE

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | Total Reported in Summary Compensation Table (SCT) | | 19,292,503 | | 17,341,862 | | 32,216,034 | | 21,735,794 | — | | Less, value of Stock Awards reported in SCT | ($ | 17,351,776) | ($ | 15,392,704) | ($ | 30,098,153) | ($ | 19,996,360) | — | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 15,440,701 | | 20,512,907 | | 33,730,111 | | 20,926,797 | — | | Plus, Change in Fair Value (from prior year-end to indicated year-end) of Prior Years awards that are Outstanding and Unvested | | 6,094,969 | | 65,834,172 | ($ | 31,069,495) | ($ | 4,318,614) | — | | Plus, FMV of Awards Granted and Vested in the indicated Year | | 1,326,066 | | 1,733,185 | | 962,229 | | 557,207 | — | | Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year awards that Vested this year | | 3,885,430 | | 29,105,769 | | 19,016,429 | | 20,915,668 | | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | ($ | 0) | ($ | 0) | ($ | 0) | ($ | 0) | | | Total Adjustments | | 9,395,389 | | 101,793,329 | ($ | 7,458,879) | | 18,084,699 | | | Compensation Actually Paid | | 28,687,892 | | 119,135,192 | | 24,757,155 | | 39,820,493 | |

  209. PAY VERSUS PERFORMANCE

    | 80 | |

  210. PAY VERSUS PERFORMANCE

    | (5) Compensation Actually Paid to PEO #2 (Mr. Tan) reflects the following adjustments from Total compensation reported in the Summary Compensation Table: |

  211. PAY VERSUS PERFORMANCE

    | | 2024 | 2023 | 2022 | 2021 | | 2020 | | | Total Reported in Summary Compensation Table (SCT) | — | — | — | | 11,166,016 | | 9,604,640 | | Less, value of Stock Awards reported in SCT | | | — | ($ | 8,999,650) | ($ | 7,498,545) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | — | — | — | | 12,344,763 | | 16,413,875 | | Plus, Change in Fair Value (from prior year-end to indicated year-end) of Prior Years awards that are Outstanding and Unvested | — | — | — | | 6,806,871 | | 48,081,970 | | Plus, FMV of Awards Granted and Vested in the indicated Year | — | — | — | | 1,003,000 | | 1,244,473 | | Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year awards that Vested this year | — | — | — | | 38,030,290 | | 25,443,727 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | — | ($ | 0) | ($ | 0) | | Total Adjustments | — | — | — | | 49,185,274 | | 83,685,500 | | Compensation Actually Paid | — | — | — | | 60,351,290 | | 93,290,140 |

  212. PAY VERSUS PERFORMANCE

    | | 81 |

  213. PAY VERSUS PERFORMANCE

    | (6) The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from Total compensation reported in the Summary Compensation Table: |

  214. PAY VERSUS PERFORMANCE

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | Total Reported in Summary Compensation Table (SCT) | | 5,477,021 | | 5,291,144 | | 10,293,930 | | 5,188,515 | | 4,251,412 | | Less, value of Stock Awards reported in SCT | ($ | 4,440,047) | ($ | 4,105,718) | ($ | 9,032,300) | ($ | 3,999,937) | ($ | 3,206,240) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | 4,175,195 | | 5,483,961 | | 10,165,513 | | 5,017,287 | | 6,219,548 | | Plus, Change in Fair Value (from prior year-end to indicated year-end) of Prior Years awards that are Outstanding and Unvested | | 1,268,894 | | 16,894,138 | ($ | 11,766,789) | ($ | 1,923,004) | | 8,360,210 | | Plus, FMV of Awards Granted and Vested in the indicated Year | | 222,918 | | 314,241 | | 216,729 | | 208,366 | | 236,946 | | Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year awards that Vested this year | | 1,262,760 | | 10,459,620 | | 7,500,782 | | 10,047,986 | | 5,453,791 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | ($ | 0) | ($ | 0) | ($ | 0) | ($ | 0) | ($ | 0) | | Total Adjustments | | 2,489,720 | | 29,046,242 | ($ | 2,916,064) | | 9,350,699 | | 17,064,255 | | Compensation Actually Paid | | 7,966,742 | | 34,337,386 | | 7,377,865 | | 14,539,214 | | 21,315,667 |

  215. PAY VERSUS PERFORMANCE

    | (7) Peer group TSR reflects the S&P 500 Information Technology Index performance as reflected in the Annual Report pursuant to Item 201(e) of Regulation S-K. For Cadence’s and the peer group’s TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 28, 2019. |

  216. PAY VERSUS PERFORMANCE

    | (8) We identified Non-GAAP Operating Income Dollars as our company selected measure which is defined as operating income adjusted for amortization of acquired intangibles, stock-based compensation expense, non-qualified deferred compensation expenses or credits, restructuring charges or credits, acquisition- and integration-related costs, and special charges. A reconciliation of our non-GAAP to GAAP financial results is set forth in Appendix A to this proxy statement. |

  217. PAY VERSUS PERFORMANCE

    | 82 | |

  218. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return As indicated above, we believe there is a strong alignment between Compensation Actually Paid and our TSR as we have outperformed our peer group. Specifically, when our stock price has grown (in 2020, 2021, 2023, and 2024), the Compensation Actually Paid has been above our Summary Compensation Table values and when our stock price has decreased (2022) the Compensation Actually Paid has been below our Summary Compensation Table values (and lower than prior years). The 2020 Compensation Actually Paid values for Mr. Tan reflect the impact of prior option awards and prior LTP awards that had meaningful changes in fair value because of our significant stock price gains in 2020. As noted above, the lower Compensation Actually Paid values in 2021 compared to 2020, and in 2024 compared to 2023, are a result of several factors including lower price growth and fewer outstanding LTP awards included in the calculations. The higher Compensation Actually Paid values in 2023 compared to 2022 are a result of several factors including significant stock price growth and the use of options and periodic LTP grants in the program.

  219. Compensation Actually Paid versus Total Shareholder Return

    | | 83 |

  220. Compensation Actually Paid versus GAAP Net Income and

    Compensation Actually Paid versus GAAP Net Income and