Janet Lee
ANSYSAbout Janet Lee
Janet Lee is Senior Vice President, General Counsel and Secretary at Ansys (ANSS), serving as SVP since February 2023 and previously as Vice President, General Counsel and Secretary from 2017 to 2023; she is 61 years old. Her prior experience includes VP, Legal and IP at HERE Technologies (2010–2017), senior legal roles at Nokia (2007–2010), and Assistant General Counsel at America Online (AOL) (prior to Nokia) . Company performance context for 2024: revenue grew 12% reported (13% constant currency) to $2,544.8 million, GAAP diluted EPS was $6.55, non-GAAP diluted EPS $10.91, ACV rose 11% (13% constant currency) to $2,563.0 million, GAAP operating margin was 28.2% and non-GAAP operating margin 45.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ansys | Senior Vice President, General Counsel and Secretary | Feb 2023–present | Executive legal leadership during period including pending Synopsys merger and revised LTI mix under Merger Agreement . |
| Ansys | Vice President, General Counsel and Secretary | 2017–Feb 2023 | Led corporate legal and governance; promoted to SVP in 2023 . |
| HERE Technologies | Vice President, Legal and Intellectual Property | 2010–2017 | Led legal/IP for mapping technology company . |
| Nokia Corporation | Director and VP, Legal and Intellectual Property (incl. Nokia Research Center support) | 2007–2010 | Increasing responsibility across services and research support . |
| America Online (AOL) | Assistant General Counsel | Prior to 2007 | Corporate counsel responsibilities at a major internet company . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 368,509 | 383,476 | 386,250 |
| Target Bonus % of Salary | — | — | 75% |
| Target Cash Bonus ($) | — | — | 289,688 |
| Actual Bonus Paid ($) | 273,010 | 507,438 | 579,376 |
| Stock Awards ($) | 2,231,789 | 2,954,208 | 4,909,886 |
| All Other Compensation ($) | 28,772 | 29,835 | 31,148 |
| Total ($) | 2,993,396 | 3,904,011 | 5,906,660 |
Notes:
- 2024 stock awards reflect aggregate grant date fair values of RSUs (and the 2024 tranche of prior Operating Metric PSU awards) per ASC 718; no 2024 PSU grants were made due to Merger Agreement requirements .
Performance Compensation
| Element | Metric | Weighting | Target | Actual/Achievement | Payout as % of Target | Vesting/Notes |
|---|---|---|---|---|---|---|
| Annual Performance-Based Cash Bonus (2024) | GAAP Revenue | 50% | $2,436.0m | $2,533.7m (104.0% of target) | 200% | Paid annually if earned; total payout 200% of target for Janet Lee . |
| Annual Performance-Based Cash Bonus (2024) | Non-GAAP Operating Income | 50% | $1,043.0m | $1,161.1m (111.3% of target) | 200% | As above; Janet Lee’s 2024 cash bonus paid: $579,376 (150% of salary; 200% of target) . |
| Long-Term Incentive (2024 cycle) | Time-based RSUs | — | — | — | — | Under Merger Agreement, 100% of 2024 LTI granted as time-based RSUs; generally vest over 3 years: one-third at 12 months, remainder quarterly over next eight quarters . |
| Prior LTI (2022 PSU grant) | Operating Metric PSUs | — | Multi-tranche annual goals | 2022, 2023, 2024 tranches achieved at 200% (as of Dec 31, 2024) | Up to 200% capped | Remained unvested until certification in Q1 2025 . |
| Prior LTI (2022 PSU grant) | TSR PSUs | — | Relative TSR | Not achieved; 0% payout (as of Dec 31, 2024) | 0% | — |
| Prior LTI (2023 PSU grant) | Operating Metric PSUs | — | Multi-tranche annual goals | 2023 and 2024 tranches achieved at 200%; 2025 tranche not yet certified; award subject to three-year vesting/continued employment | Up to 200% capped | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 28, 2025) | 25,038 shares; less than 1% of outstanding (87,916,143 shares outstanding) . |
| Near-term vesting | Includes 1,427 RSUs vesting within 60 days of Apr 28, 2025 . |
| Pledged Shares | None of the shares in the table have been pledged . |
| Anti-hedging/pledging | Executives prohibited from hedging and from holding or pledging company securities in margin accounts . |
| Ownership Guidelines | Senior Vice Presidents: 3x annual salary; 5-year compliance window . |
| Compliance Status | As of Dec 31, 2024, each NEO was in compliance or on track to comply within the five-year period . |
Additional context on outstanding equity and vesting mechanics:
- Time-based RSUs granted on 3/3/2022 and 3/3/2023 generally vest ratably over three years on each anniversary; RSUs granted on 3/1/2024 generally vest one-third at 12 months and quarterly thereafter over two years .
- No stock options were granted to NEOs in fiscal 2024 .
Employment Terms
| Scenario (other than CIC unless noted) | Cash Severance | Target Bonus | Accelerated RSUs | Accelerated PSUs | Health Care | Total |
|---|---|---|---|---|---|---|
| Termination without Cause or Involuntary for Good Reason (non-CIC) – Janet Lee | $675,938 | $289,688 | $3,382,071 | $2,612,958 | $20,481 | $6,981,136 |
| Death – Janet Lee | — | — | $5,220,182 | $2,044,557 | — | $7,264,739 |
| Disability – Janet Lee | — | — | $5,220,182 | $2,044,557 | — | $7,264,739 |
Governance and CIC design:
- No “single-trigger” change-in-control payments/benefits; no tax gross-ups; Nasdaq-compliant clawback policy; anti-hedging/pledging; caps on incentive payouts .
- Executives (other than CEO) generally do not have individual employment agreements; they participate in company plans/policies (e.g., severance) .
Say-on-Pay, Committee, and Policies
- 2024 Say-on-Pay approval: approximately 86% of votes cast supported NEO compensation .
- Compensation Committee: Robert Calderoni (Chair), Anil Chakravarthy, Ronald Hovsepian, Ravi Vijayaraghavan; CD&A recommended for inclusion .
- Risk controls: performance-based plans with diversified metrics, payout caps, and long-term PSU design; SEC/Nasdaq clawback; anti-hedging/pledging; ownership guidelines (CEO 5x salary; SVPs 3x; VPs 2x; 5-year window) .
Investment Implications
- Strong pay-for-performance alignment: 2024 bonus metrics (GAAP revenue and non-GAAP operating income, 50/50) paid at 200% given outperformance, while TSR PSUs from 2022 paid 0%, indicating downside sensitivity to relative shareholder returns .
- Retention and selling pressure: 2024 LTI is 100% time-based RSUs due to the Synopsys Merger Agreement, vesting one-third at 12 months and quarterly thereafter over two years—creating predictable vesting events that may coincide with 10b5-1 plans; anti-hedging/pledging mitigates risk of misalignment .
- Alignment and risk: Janet Lee’s ownership (25,038 shares; none pledged) and SVP 3x-salary ownership guideline support alignment; governance practices (no single-trigger CIC, no tax gross-ups, clawback) reduce compensation-related red flags .
- Severance economics: Non-CIC involuntary separation would deliver ~$7.0M in total benefits driven largely by equity acceleration, which is material and should be considered in retention/turnover scenarios during M&A integration .