Ita Brennan
CADENCE DESIGN SYSTEMSAbout Ita Brennan
Independent director at Cadence Design Systems since 2020; age 58. Former Senior Vice President and CFO of Arista Networks (2015–2024), with prior CFO roles at QuantumScape (2014–2015) and Infinera (2006–2014). Currently chairs Cadence’s Corporate Governance & Nominating Committee and serves on the Audit Committee; designated an “audit committee financial expert.” Determined independent by the Board; director compensation aligned with stockholder interests via equity grants and stock ownership guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arista Networks, Inc. | SVP & Chief Financial Officer | 2015–2024 | Executive financial leadership; public-company CFO |
| QuantumScape Corporation | Chief Financial Officer | 2014–2015 | Executive financial leadership |
| Infinera Corporation | Chief Financial Officer | 2006–2014 | Executive financial leadership |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Planet Labs PBC | Director | Current | Public company directorship |
| Lam Research Corporation | Director | Current | Public company directorship |
| LogMeIn, Inc. | Director | 2018–2020 (prior) | Prior public company board role |
Board Governance
- Committees: Chair, Corporate Governance & Nominating; Member, Audit .
- Audit Committee financial expert designation (with Lewis Chew) .
- Independence: Board determined Brennan independent; Board reviewed ordinary-course transactions (incl. Arista) and found them immaterial; directors recuse from related-party reviews .
- Attendance: Board held 6 meetings in FY2024; all current directors attended ≥75% of Board and committee meetings; independent directors meet privately at least twice per year .
- Board refreshment: Appointed Chair of Corporate Governance & Nominating in 2024; ongoing refreshment program .
- Overboarding/time commitment: Corporate Governance Guidelines amended Feb 2025 to clarify expectations .
Fixed Compensation
| Component | Amount/Terms | FY2024 |
|---|---|---|
| Annual cash retainer | $80,000 | Program terms |
| Chair fee (Corporate Governance & Nominating) | $30,000 | Program terms |
| Meeting fees (video/in-person) | $2,000 per meeting | Program terms |
| Meeting fees (telephone) | $1,000 per meeting | Program terms |
| Fees earned (Brennan) | $142,000 | FY2024 actual |
Notes:
- Director cash compensation may be deferred under Cadence’s deferred compensation plan (no company match) .
- Medical reimbursement plan only for eligible pre-2014 directors; not applicable to Brennan (appointed 2020) .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Incentive stock award (Director equity) | May 2, 2024 | 868 shares | ~$239,950 | Vests in full on earlier of first anniversary or next annual meeting, subject to continued service; directors’ awards are time-based, not performance-based . |
| Stock options | — | — | — | No option awards to non-employee directors in FY2024; no director options outstanding as of 12/31/2024 . |
Performance metrics tied to director compensation: None disclosed; director equity is time-based with service condition (no TSR/financial targets for directors) .
Other Directorships & Interlocks
| Relationship | Details | Governance Handling |
|---|---|---|
| Arista Networks exposure | Brennan formerly CFO of Arista; Cadence considered ordinary-course transactions with Arista in independence review; Lewis Chew also serves as a director at Arista | Transactions below materiality thresholds; policies require recusal by affiliated directors; Brennan deemed independent . |
| Industry boards | Brennan serves on Planet Labs and Lam Research boards | Board limits the number of other public boards; guidelines updated Feb 2025; independence maintained . |
Expertise & Qualifications
- Financial expertise; executive leadership; risk management; corporate governance; international experience; cybersecurity; operations; strategic planning .
- Audit committee financial expert designation .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Unvested Restricted Shares | Options (Exercisable/Outstanding) | Pledging/Hedging |
|---|---|---|---|---|---|
| Ita Brennan | 7,591 shares (incl. eligible restricted shares within 60 days) | <1% | 868 unvested restricted shares as of 12/31/2024 | 0/0 | Anti-hedging policy prohibits hedging and pledging; no pledging disclosed . |
Stock ownership guidelines: Non-employee directors must hold Cadence shares valued at ≥$375,000 within five years; all directors met guidelines as of the Record Date .
Governance Assessment
- Strong governance alignment: Independent status; audit financial expert; chairs Corporate Governance & Nominating; robust stock ownership compliance; anti-hedging/anti-pledging restrictions .
- Engagement and attendance: Board/committee attendance ≥75%; independent director sessions; active refreshment .
- Compensation structure: Cash retainer plus modest chair fees; equity grant time-based and aligned with shareholder value; total FY2024 director comp for Brennan $381,995 (cash $142,000; stock $239,950) .
- Potential conflicts: Historical/industry interlocks (Arista) monitored under related-party policies; transactions under thresholds; recusal in place—mitigates conflict risk .
- Shareholder signals: High say-on-pay support (≈90% in 2024; five-year average ≈91%), indicating broad investor confidence in compensation governance .
RED FLAGS: None material disclosed specific to Brennan. Potential perceived interlock via Arista relationships is mitigated by formal independence determinations, transaction immateriality thresholds, and mandatory recusals .