SYNOPSYS INC (SNPS)
Sector: Information Technology
2026 Annual Meeting Analysis
SYNOPSYS INC · Meeting: April 16, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Co-founder and long-tenured Executive Chair with deep industry expertise; 3-year TSR underperformance gap of -30.2pp does not breach the 35pp threshold required for a 'strong positive' absolute TSR band, and no overboarding or other policy flags apply.
Lead Independent Director with relevant software and cybersecurity expertise; holds 2 public board seats (within the 4-seat limit), attendance is compliant, and the TSR underperformance gap does not trigger a No vote.
President and CEO serving as a director since 2023; subject to the same TSR trigger as all other directors but the -30.2pp 3-year gap does not breach the 35pp threshold, and no other policy flags apply.
Experienced technology executive with relevant software and cybersecurity background; holds 2 public board seats, meets attendance requirements, and the TSR underperformance gap does not trigger a No vote.
Former Adobe CEO with deep software industry expertise; holds 3 public board seats (within the 4-seat limit for non-executive directors), and the TSR underperformance gap does not breach the policy threshold.
Qualified audit committee financial expert and former CFO of Avago Technologies with 20+ years of semiconductor finance experience; holds 3 public board seats (within limit), and no policy flags apply.
Sitting CEO of Trimble Inc. holding 2 public board seats total (his own plus Synopsys), which is within the 2-seat limit for sitting CEOs; relevant executive and financial leadership experience with no other policy flags.
Experienced director with relevant technology and operational background; holds 2 public board seats, meets attendance requirements, and the TSR underperformance gap does not trigger a No vote.
Newly appointed in February 2026 and therefore within the 24-month exemption window for the TSR trigger; brings strong financial and operational credentials from decades at Deloitte and qualifies as an audit committee financial expert.
Appointed to the board in July 2025 and therefore within the 24-month exemption window for the TSR trigger; brings relevant technology strategy and M&A expertise from Bain & Company and prior Ansys board service.
All ten director nominees pass the policy screens: the 3-year TSR underperformance gap of -30.2pp versus the peer median does not breach the 35pp threshold applicable to Synopsys's low-positive absolute 3-year TSR of 13.5%; no directors are overboarded; all attend more than 75% of meetings; audit committee members hold appropriate financial expertise; and the two newest directors (Shimer and Vijayaraghavan) are within the 24-month new-director exemption. Vote FOR the full slate.
Say on Pay
✓ FORCEO
Sassine Ghazi
Total Comp
$19,605,963
Prior Support
N/A
CEO Sassine Ghazi received total compensation of approximately $19.6 million for fiscal 2025, reflecting a 20% increase in his target equity value to $18 million, which the company attributes to his continued development in the CEO role and market competitiveness, positioning him around the peer median. The pay structure is well-designed: roughly 50% of annual equity is in performance-based stock awards tied to a 3-year revenue growth rate and a relative stock price ranking versus the S&P 500 IT index, with the remaining split between time-based stock awards and stock options that only have value if the share price rises — meaning a large majority of pay is genuinely variable and tied to outcomes. Notably, the Fiscal 2023 performance stock awards paid out at zero because Synopsys missed its revenue growth target, demonstrating that the incentive program actually withholds pay when performance falls short, which is exactly what a well-functioning pay-for-performance system should do.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$12,275,000
Non-Audit Fees
$164,000
Non-audit fees (combining audit-related fees of $4,000, tax fees of $137,000, and all other fees of $23,000, totaling approximately $164,000) represent only about 1.3% of audit fees of $12,275,000, well below the 50% threshold that would raise independence concerns. KPMG is a Big 4 firm appropriate for a company of Synopsys's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not apply per policy. No material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Right to Act by Written Consent
John Chevedden is a well-known individual governance activist with a long record of submitting substantive shareholder-rights proposals; this type of filer is explicitly treated as credible under the policy and the proposal deserves evaluation on its merits. The ask — allowing shareholders to act by written consent without needing to call a formal meeting — is a standard governance improvement that gives shareholders a meaningful additional tool to hold the board accountable, particularly important here because Synopsys's special meeting right already includes a 15% ownership threshold combined with a one-year holding requirement, which is meaningfully more restrictive than allowing any group owning the minimum voting power necessary to act. The company's opposition focuses on safeguards and abuse risk, but many large companies permit written consent with appropriate procedural protections, and the board's claim that its existing governance is sufficient does not adequately address the specific restrictiveness of the combined ownership-plus-holding-period barrier to calling a special meeting.
Overall Assessment
The 2026 Synopsys annual meeting presents a generally clean ballot: all ten director nominees pass policy screens, KPMG's audit fees reflect strong independence, and the executive pay program demonstrates genuine pay-for-performance discipline including a zero payout on the 2023 performance stock awards. The most consequential vote for shareholders is the written consent proposal (Proposal 5), where we recommend FOR despite board opposition, because Synopsys's special meeting right is burdened by a combination of a 15% ownership threshold and a one-year holding requirement that together make it harder than necessary for shareholders to act between annual meetings.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing