James D. Plummer
CADENCE DESIGN SYSTEMSAbout James D. Plummer
James D. Plummer, Ph.D., is an independent director of Cadence Design Systems (CDNS), serving since 2011. He is the John M. Fluke Professor of Electrical Engineering at Stanford University (since 1978) and former Dean of the Stanford School of Engineering (1999–2014), with recognition including election to the National Academy of Engineering and multiple industry awards; he was selected in 2023 as the inaugural Chair of the National Semiconductor Technology Center’s board of trustees. Age 80; Audit Committee member; independence affirmed under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Professor of Electrical Engineering | 1978–present | Directed Stanford Nanofabrication Facility, 1994–2000 |
| Stanford School of Engineering | Dean | 1999–2014 | Led academic and research programs; multiple awards; National Academy of Engineering member |
| Intel Corporation | Director | 2005–2017 | Oversight at leading semiconductor company |
| International Rectifier Corporation | Director | 1994–2014 | Board service at power semiconductor firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Semiconductor Technology Center (NSTC) | Inaugural Chair, Board of Trustees | 2023–present | National initiative governance role |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met five times in fiscal 2024; Plummer is listed on the Audit Committee Report.
- Independence status: Board determined Plummer is independent; nine of ten directors are independent; all Board committees are fully independent.
- Attendance and engagement: Board held six meetings in fiscal 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting.
- Stock ownership guidelines: Non-employee directors must hold at least $375,000 in CDNS shares within five years; all directors met the guideline as of the Record Date.
- Risk oversight: Audit Committee oversees financial reporting, internal controls, and cybersecurity; Compensation oversees pay and human capital; Corporate Governance oversees related party transactions and ESG.
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 | Fiscal 2024 | Paid quarterly; directors may defer under deferred comp plan (no company match) |
| Chair fees (reference) | $40,000 Audit Chair; $30,000 Compensation/Corporate Governance/Finance Chairs; $80,000 Board Chair | Fiscal 2024 | Plummer is not a chair |
| Meeting fees | $2,000 per meeting (in-person/videoconference); $1,000 by telephone | Fiscal 2024 | No fees for actions by unanimous written consent |
| Plummer – Cash fees earned | $110,000 | Fiscal 2024 | Director-specific cash paid |
Performance Compensation
| Award Type | Grant Details | Vesting | 2024 Grant Value/Status |
|---|---|---|---|
| Incentive stock award (annual) | Granted May 2, 2024: 868 shares to each then-serving non-employee director | Vests on earlier of first anniversary or next Annual Meeting, subject to continued service | Plummer grant-date fair value $239,950; 868 unvested shares as of 12/31/2024 |
| Stock options (directors) | None granted in fiscal 2024 | N/A | No outstanding options for non-employee directors as of 12/31/2024 |
No performance metrics (revenue/TSR/ESG) are tied to director equity awards; vesting is service/time-based.
Other Directorships & Interlocks
| Company/Institution | Role | Status | Interlock/Transaction Notes |
|---|---|---|---|
| Intel Corporation | Director | Prior (2005–2017) | No current CDNS-Intel interlock disclosed for Plummer; independence maintained |
| International Rectifier Corporation | Director | Prior (1994–2014) | No current interlock disclosed |
| NSTC | Chair, Board of Trustees | Current (since 2023) | Governance role; Corporate Governance Committee oversees political/related party matters broadly |
The Board’s independence analysis and related party transaction policy require recusal and review; transactions with director-affiliated entities were below materiality thresholds and directors were determined not to have a direct or indirect material interest.
Expertise & Qualifications
- Technical/industry: Extensive expertise in silicon devices, EDA, and semiconductor technology; broad industry recognition and relationships.
- Financial/risk oversight: Identified for Financial Expertise, Risk Management, and Strategic Planning in director skills matrix.
- Governance: Corporate governance experience through prior public boards and academic leadership.
Equity Ownership
| Holder | Shares | Percent of Outstanding | Composition/Notes |
|---|---|---|---|
| James D. Plummer (beneficial) | 27,270 | Less than 1% | Includes 23,996 shares held by the Plummer Family Trust; Plummer and spouse are trustees sharing voting/investment power |
| Unvested restricted stock (as of 12/31/2024) | 868 | N/A | Annual director grant vesting timing noted above |
| Stock options | 0 outstanding | N/A | No options within 60 days; none outstanding |
| Pledging/Hedging | Prohibited by Securities Trading Policy (applies to directors) | N/A | No pledges allowed; options/derivatives trading barred |
| Ownership guideline compliance | Met (all directors) | N/A | Minimum $375,000 value within five years |
Governance Assessment
- Strengths: Independent director with deep semiconductor and EDA technical credentials; active Audit Committee member overseeing financial reporting and cybersecurity; strong ownership alignment via stock ownership guideline compliance.
- Compensation alignment: Director pay combines fixed retainer and equity with service-based vesting; no director options or perf metrics limit risk-taking incentives; meeting fees reflect engagement.
- Attendance/engagement: Board and committees met regularly; directors (including Plummer) attended at least 75% and the Annual Meeting, supporting effective oversight.
- Conflicts/related-party exposure: No material related-party interests for independent directors; rigorous policy, pre-approval thresholds, and recusal requirements mitigate risks.
- RED FLAGS: A late Form 4 was filed on Mar 21, 2024 due to inadvertent administrative oversight (process lapse, but disclosed and minor); hedging/pledging barred by policy; no director option repricing or tax gross-ups.
Broader investor-confidence signals: Say-on-pay support ~90% in 2024 (5-year avg ~91%) and 5-year TSR of 327% indicate constructive governance and pay outcomes, though these reflect company-wide performance rather than director-specific actions.