Julia Liuson
CADENCE DESIGN SYSTEMSAbout Julia Liuson
Julia Liuson (age 54) is an independent director of Cadence Design Systems, Inc. (CDNS) serving since 2021. She is President of Microsoft’s Developer Division (since 2021), where she oversees developer tools and the Azure developer platform, including GitHub and AI initiatives such as GitHub Copilot; she also led cybersecurity enhancements and was inducted into the Women in Technology Hall of Fame in 2019 . The Board has determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | President, Developer Division | 2021–present | Oversees developer tools/Azure platform (>50M developers, >$10B annual revenue), GitHub integration of AI via Copilot; led cybersecurity improvements . |
| Microsoft | Corporate Vice President, Developer Division | 2012–2021 | Senior leadership across developer products . |
| Microsoft | General Manager, Server & Tools (Shanghai) | Not dated (prior to 2012) | Regional operating leadership . |
| Microsoft | Various technical/executive roles | Since 1992 | Product/engineering leadership in Visual Studio; operational leadership including Asia . |
External Roles
- No other public company directorships are listed in CDNS’s proxy biography for Ms. Liuson .
Board Governance
- Committee assignments (current): Corporate Governance & Nominating Committee member (all members independent; charter amended Feb 2025) .
- Committee assignments (recent prior year): Compensation Committee member participating in the Compensation Discussion & Analysis recommendation for FY2024 ; her FY2023 proxy biography also listed Compensation and Corporate Governance & Nominating .
- Independence: The Board determined Liuson is independent under Nasdaq rules .
- Attendance: In FY2024 the Board held six meetings; each current director attended at least 75% of Board and applicable committee meetings, and all directors attended the 2024 Annual Meeting .
- Board leadership and executive sessions: Independent Board Chair (ML Krakauer); independent directors meet privately at least twice per year .
- Risk oversight: Committees oversee risk areas; CG&N oversees governance, Board composition/evaluations, ESG, and related-party transactions .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $102,000 | $106,000 |
| Stock Awards ($) | $219,997 | $239,950 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | $321,997 | $345,950 |
- Director compensation framework (FY2024): Annual retainer $80,000; Chair fees ($80,000 Board Chair; $40,000 Audit Chair; $30,000 Compensation/Corporate Governance & Nominating/Finance Chairs); meeting fees $2,000 (in-person/videoconference) or $1,000 (telephone); annual equity grant ~$239,950; director stock ownership guideline $375,000 within five years; all directors met the guideline as of the record date .
Performance Compensation
- No performance metrics are disclosed for non-employee director compensation; annual director equity awards vest on time (earlier of first anniversary of grant or next Annual Meeting) contingent on continued service, not performance outcomes .
| Performance Metric | Target | Outcome | Applied to Director Pay? |
|---|---|---|---|
| Revenue growth | Not disclosed | Not disclosed | No |
| TSR percentile | Not disclosed | Not disclosed | No |
| ESG goals | Not disclosed | Not disclosed | No |
Other Directorships & Interlocks
- Compensation Committee interlocks/insider participation: None; no member (including Liuson) was an officer/employee of Cadence during/prior to FY2024, and no Cadence executive served on another entity’s compensation committee where a reciprocal relationship existed . The FY2023 proxy likewise disclosed no interlocks .
- Related-party transaction controls: CG&N reviews/approves related-party transactions; directors must recuse; aggregate annual amounts in the last three years for entities affiliated with independent directors were below the greater of 5% of the recipient’s revenue or $200,000, and affiliated board members were determined not to have a material interest .
Expertise & Qualifications
- Skills: Compensation/HCM, Corporate Governance, Cybersecurity, International, Marketing, Operations, Risk Management, Strategic Planning, Technology/Semiconductor/EDA .
- Technology credentials: AI integration in software engineering via GitHub Copilot; oversight of developer tools/Azure developer platform .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (shares) | 4,948 |
| Beneficial Ownership (% of outstanding) | <1% |
| Shares underlying restricted stock awards vesting within 60 days of record date | 868 |
| Unvested restricted shares as of 12/31/2024 | 868 |
| Options outstanding | 0 |
| Stock ownership guideline ($375,000 within 5 years) – compliance status | Met (all directors met guideline as of record date) |
Governance Assessment
- Committee impact: Liuson’s recent service on the Compensation Committee (with Adams, Chair, and Krakauer) and current role on CG&N provides direct influence over pay practices, succession planning, board evaluations, ESG oversight, and related-party transaction approvals, enhancing board effectiveness in HCM and governance oversight .
- Independence/attendance: Independence affirmed and attendance threshold met, supporting investor confidence in board oversight quality .
- Alignment: Director pay mix is equity-heavy (annual grant ~$239,950 vs. cash fees ~$106,000 in FY2024), with stock ownership guidelines met—both supportive of alignment with shareholders .
- Conflicts oversight: While Ms. Liuson is a senior Microsoft executive, the proxy does not disclose related-party transactions involving her; CG&N policies require recusal and formal review for any such transactions, mitigating conflict risk .
- Compensation committee governance: No interlocks or insider participation disclosed; independent consultant (Semler Brossy) advises on director compensation program, indicating robust process quality .
RED FLAGS: None disclosed in the proxy regarding Ms. Liuson—no attendance shortfalls, no option repricing, no related-party transaction material interest, and no director options outstanding .