Alberto Sangiovanni-Vincentelli
CADENCE DESIGN SYSTEMSAbout Alberto Sangiovanni‑Vincentelli
Independent director of Cadence Design Systems, age 77, serving on the Board since 1992 and currently a member of the Audit Committee . Co‑founder of SDA Systems (a predecessor to Cadence), Edgar L. and Harold H. Buttner Professor of Electrical Engineering and Computer Sciences at UC Berkeley since 1976, and President of Fondazione Chips‑IT since December 2023 . Recognized EDA pioneer with major awards (IEEE/RSE Wolfson Maxwell Medal 2008; ACM/IEEE A. Richard Newton Award 2009; EDAA Lifetime Achievement 2012; BBVA Frontiers ICT 2023) and elected to the National Academy of Engineering in 1998 . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SDA Systems, Inc. (predecessor to Cadence) | Co‑founder | Historical (predecessor company) | EDA industry pioneer; foundational to Cadence’s origins |
| University of California, Berkeley | Edgar L. and Harold H. Buttner Professor of EECS | Since 1976 | Academic leadership; deep silicon/EDA expertise |
| Fondazione Chips‑IT | President | Since Dec 2023 | Leadership in semiconductor ecosystem development |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cy4Gate S.p.A. | Director | Current | Cyber/security technology exposure; board role only |
| KPIT Technologies Ltd. | Director | Current | Automotive/software engineering exposure; board role only |
Board Governance
- Committee assignments: Audit Committee member (not Chair) .
- Independence: Board confirmed he is independent (Nasdaq standards) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; Board held six meetings in 2024; Audit Committee met five times .
- Executive sessions: Independent directors meet privately at least twice per year; Board Chair (independent) presides .
- Board leadership and refresh: Independent Board Chair (ML Krakauer); multi‑year refresh with new additions in 2020–2025 .
- Overboarding/time commitment policy: Corporate Governance Guidelines amended in Feb 2025 to clarify time commitment and overboarding expectations .
Fixed Compensation
| Component | Company Program Terms | Alberto S-V FY2024 |
|---|---|---|
| Annual cash retainer | $80,000 (paid quarterly; proration for partial terms) | $106,000 cash fees |
| Chair fees | Board Chair $80,000; Audit Chair $40,000; Comp/CGN Chair $30,000 | None (not a Chair) |
| Meeting fees | $2,000 per meeting attended in person/video; $1,000 by telephone | Included in cash fees above |
| Medical reimbursement plan (closed to post‑2014 new directors) | Up to $20,000 premiums/year; fully taxable; no tax gross‑ups | $14,123 reimbursement (taxable; no gross‑up) |
| Deferred compensation | Directors may elect to defer cash comp; no company match | Not specifically disclosed for Alberto |
Performance Compensation
| Equity Element | Grant Details | Vesting/Performance |
|---|---|---|
| Annual director equity | Incentive stock award with grant‑date fair value ~$239,950 to each non‑employee director (May 2, 2024) | 868 shares vest in full on earlier of 1‑year from grant or next annual meeting; time‑based, not performance‑based |
| Alberto’s FY2024 equity line‑item | Stock awards value $239,950 | 868 unvested restricted shares at 12/31/2024 |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to director equity; awards are time‑based for non‑employee directors .
Other Directorships & Interlocks
- Current public boards: Cy4Gate S.p.A.; KPIT Technologies Ltd. .
- Related‑party/ordinary course transactions policy: All related‑party transactions are overseen by the Corporate Governance & Nominating Committee; directors must recuse; pre‑approved categories and quantitative thresholds apply; aggregate amounts involving entities linked to independent directors were below the greater of 5% of recipient revenues or $200,000 and directors had no material interest .
- Independence preserved: Board’s independence review considers outside affiliations and Cadence’s ordinary course transactions and requires recusal where appropriate .
Expertise & Qualifications
- EDA/semiconductor technology leader; strategic planning and risk management credentials reflected in Board skills matrices .
- Recognized academic and industry contributor with multiple major awards and National Academy of Engineering membership .
- Skills tagged by Cadence: Compensation/HCM, Corporate Governance, Cybersecurity, Financial Expertise, International, Risk Management, Strategic Planning, Technology/EDA .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (Record Date: Mar 10, 2025) | 40,551 shares |
| Shares outstanding (Record Date) | 274,313,598 shares |
| Ownership as % of shares outstanding | ~0.0148% (40,551 / 274,313,598) |
| Unvested restricted shares (12/31/2024) | 868 shares |
| Vested shares (derived) | 39,683 shares (40,551 − 868) |
| Stock options (exercisable/unexercisable) | None outstanding; 0 exercisable within 60 days |
| Hedging/pledging | Prohibited by Securities Trading Policy (no hedging, short sales, or pledging/margin) |
| Director stock ownership guideline | Minimum $375,000 in Cadence shares within 5 years; all directors met guidelines as of Record Date |
Insider Trades and Compliance
| Item | Status/Detail | Source |
|---|---|---|
| Section 16(a) compliance (FY2024) | No delinquencies reported for Alberto; one late Form 4 was filed for Dr. Plummer due to administrative oversight | |
| Latest disclosed beneficial ownership | 40,551 shares as of Record Date (Mar 10, 2025) |
Governance Assessment
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Strengths
- Independence and long‑standing domain expertise aligned with Cadence’s technology oversight; member of the Audit Committee, which met five times in 2024 .
- Robust attendance (≥75% threshold met by all directors), independent Board Chair, executive sessions, and annual Board/committee evaluations enhance oversight quality .
- Ownership alignment: holds 40,551 shares; all directors met stock ownership guidelines; hedging/pledging prohibited .
- Director compensation structure is modest and transparent: $80k cash retainer plus meeting fees; equity grant ~$239,950 that vests time‑based; no tax gross‑ups for medical reimbursements .
- Related‑party transaction governance and mandatory recusals mitigate interlock/conflict risks from external board roles .
-
Watch items / potential red flags
- Very long tenure (director since 1992) can raise investor questions about refreshment/independence perception; Board has undertaken multi‑year refresh (new nominees in 2020–2025) .
- Medical reimbursement plan for certain legacy directors continues; while benefits are taxable and not grossed‑up, some investors view director perquisites cautiously .
- Multiple external directorships (Cy4Gate, KPIT) warrant ongoing monitoring for any Cadence business dealings and recusals; Board reports all such transactions remain below materiality thresholds and without material interest .
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Overall signal
- Governance structures (independence, committee oversight, ownership guidelines, anti‑hedging/pledging, related‑party controls) and engagement practices support investor confidence; Alberto’s deep technical credentials and audit committee role contribute positively to board effectiveness, with limited conflict signals disclosed to date .