Lewis Chew

About Lewis Chew

Lewis Chew, age 62, is an independent director of Cadence Design Systems (CDNS) who joined the board in 2020 and currently serves as Chair of the Audit Committee. Chew is a seasoned finance executive and “audit committee financial expert,” with prior CFO roles at Dolby Laboratories (2012–2021) and National Semiconductor (2001–2011), and earlier experience as a partner at KPMG. He also serves on the boards of Arista Networks and Intuitive Surgical; previously he was a director of PG&E Corporation and Pacific Gas and Electric Company (2009–2019) .

Past Roles

External Roles

Board Governance

• Independence and leadership: Chew is deemed independent under Nasdaq standards; CDNS’s board is majority independent, with independent committee leadership. ML Krakauer serves as independent Board Chair .
• Committee assignments: Audit Committee Chair; designated “audit committee financial expert.” Audit Committee met five times in fiscal 2024, and all members were independent .
• Attendance and engagement: The Board held six meetings in fiscal 2024; each director attended at least 75% of applicable Board/committee meetings, and all then-serving directors attended the 2024 Annual Meeting .
• Risk oversight: As Audit Chair, Chew helps oversee financial reporting, internal controls, cybersecurity, capital allocation, financing plans, and auditor independence per the committee charter (amended Feb 2025) .
• Related-party safeguards: CDNS requires directors to recuse from deliberations regarding transactions with associated entities; transactions reviewed were below Nasdaq bright-line materiality thresholds and not deemed to involve a material interest .

Fixed Compensation

• Structure (non-employee directors, FY2024): | Compensation Component | Director Compensation | |---|---| | Annual Retainer | $80,000 | | Chair Fees | $40,000 for Audit Committee Chair; $80,000 for Board Chair; $30,000 for other committee chairs | | Meeting Fees | $2,000 per meeting (in-person/video); $1,000 by telephone | | Equity (Annual Incentive Stock Award) | Grant date fair value $239,950 for each non-employee director | | Stock Ownership Guideline | $375,000 in CDNS shares within 5 years; all directors met guidelines as of record date |

• Lewis Chew – Director Compensation (FY2024): | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Lewis Chew | 150,000 | 239,950 | — | — | 390,085 |

Performance Compensation

• Annual equity grant terms (FY2024): | Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting Schedule | Performance Metrics | |---|---|---:|---|---| | May 2, 2024 | 868 | 239,950 | Vests fully on the earlier of (i) first anniversary of grant or (ii) next annual meeting, subject to continued service | None (time-based vesting; no options; no PSUs for directors) |

Note: No option awards were granted to non-employee directors in FY2024; as of 12/31/2024, no director (other than the CEO) held outstanding stock options .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills highlighted for Chew: Compensation/HCM, Corporate Governance, Cybersecurity, Financial Expertise, Government/Regulatory/Public Policy, International, Marketing, Operations, Risk Management, Strategic Planning .
• Designation: Audit Committee Financial Expert per SEC rules .

Equity Ownership

• Ownership alignment: Non-employee director guideline requires $375,000 in CDNS shares within five years; all directors met guideline as of record date .
• Hedging/pledging: Hedging and pledging of Cadence stock are prohibited; short sales and similar transactions are restricted under the Securities Trading Policy .

Governance Assessment

• Board effectiveness: Chew’s deep CFO background and audit chair role strengthen financial reporting oversight, auditor independence, internal controls, capital allocation review, and cybersecurity oversight—core to investor confidence .
• Independence and attendance: Independent status, audit financial expert designation, and confirmed attendance (≥75%) support robust governance; Audit Committee met five times in FY2024 .
• Compensation alignment: Director pay emphasizes modest cash with equity grants that are time-based, promoting alignment without short-term performance gaming; no options or tax gross-ups .
• Conflicts monitoring: Arista board service is monitored; CDNS applies related-party policies and director recusal, with transactions below materiality thresholds—mitigating interlock risk .

RED FLAGS

• Shares pledged as collateral: None (pledging prohibited) .
• Underwater option repricing: None disclosed; directors did not hold options in FY2024 .
• Related-party exposure: Ordinary-course transactions with associated companies (including Arista) reviewed under policy, determined immaterial—monitoring remains prudent .
• Attendance shortfall: Not indicated; each director met ≥75% attendance .