Mark W. Adams
CADENCE DESIGN SYSTEMSAbout Mark W. Adams
Independent director since 2015 (age 60), Chair of the Compensation Committee. Adams is President and CEO of Penguin Solutions, Inc. (since 2020) and previously served as CEO of Lumileds (2017–2019) and President of Micron Technology (2012–2016). He holds a B.A. in Economics from Boston College and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penguin Solutions, Inc. | President & CEO | 2020–present | Leads compute/memory/LED solutions provider |
| Lumileds Holding B.V. | Chief Executive Officer | 2017–2019 | Led light engine technology company |
| Micron Technology, Inc. | President; Interim CFO; VP Worldwide Sales; VP Digital Media | 2006–2016 (President 2012–2016) | Senior finance and operations leadership across sales and digital media |
| Lexar Media, Inc. | Chief Operating Officer | 2006 | Operations leadership |
| Creative Labs, Inc. | VP Sales & Marketing | 2002–2006 | Global go-to-market leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Seagate Technology plc | Director | 2017–present | Nominating & Corporate Governance Committee; education confirms BA (Boston College) and MBA (Harvard) |
| Penguin Solutions, Inc. | Director | — | Also President & CEO |
Board Governance
- Independence: The Board determined Adams is independent under Nasdaq standards. Ordinary-course transactions with Penguin were reviewed; aggregate annual amounts were below the greater of 5% of recipient revenues or $200,000, and affiliated directors had no material interest. Directors recuse from related-party transaction reviews per policy .
- Committee assignments: Compensation Committee Chair; Compensation Committee is fully independent and uses authority to oversee executive pay and human capital management .
- Committee composition: Compensation Committee members are Adams (Chair), Moshe Gavrielov, and Young K. Sohn .
- Attendance: In 2024, the Board met six times; each director attended at least 75% of Board and committee meetings for their service period. All then-serving directors attended the 2024 Annual Meeting; independent directors meet in executive session at least twice annually .
- Stockholder alignment signals: Say-on-pay support ~90% in 2024 and ~91% average over five years .
- Governance policies: Director stock ownership guideline ($375,000 within five years) met by all directors; robust anti-hedging/pledging prohibition; clawback policy for executives per Nasdaq Rule 10D-1 (context for compensation oversight) .
Fixed Compensation
- Cadence’s non-employee director pay structure (FY2024):
- Annual cash retainer: $80,000
- Committee chair fee: $30,000 for Compensation Committee Chair
- Meeting fees: $2,000 per meeting (in-person/video); $1,000 (telephone)
- Medical reimbursement plan applies only to directors serving on/retired by 12/31/2014; not applicable to Adams
| Component | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $134,000 |
Performance Compensation
- Annual equity grant: Incentive stock award of 868 shares granted May 2, 2024; grant-date fair value ~$239,950; vests in full on the earlier of first anniversary or next annual meeting, subject to continued service .
- Unvested restricted stock (as of 12/31/2024): 868 shares .
| Equity Grant | Grant Date | Shares/Units | Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Incentive Stock Award | May 2, 2024 | 868 | $239,950 | Earlier of 1-year or next annual meeting (service-contingent) |
Other Directorships & Interlocks
| External Entity | Relationship to CDNS | Transactions/Exposure | Board’s Independence Assessment |
|---|---|---|---|
| Penguin Solutions, Inc. | Adams is President & CEO and Director | Ordinary-course business transactions with Cadence reviewed under related-party policy; aggregate amounts below immateriality thresholds | Board deemed no direct/indirect material interest; independence maintained; recusal procedures applied |
| Seagate Technology plc | Adams is Director | No CDNS-related exposure disclosed in proxy | Not cited as related-party; no independence impact disclosed |
Expertise & Qualifications
- Skills matrix includes compensation/HCM, corporate governance, financial expertise, international, marketing, operations, risk management, strategic planning, and technology/semiconductor/EDA .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 12,148 (<1%) |
| Shares held via Adams Family Trust | 11,280 (shared voting/investment power with spouse) |
| Unvested restricted shares (vesting within 60 days of Record Date) | 868 |
| Options exercisable within 60 days | 0 |
| Ownership guideline compliance | All directors met the $375,000 guideline as of Record Date |
Compensation Committee Analysis
- Composition: Independent directors—Adams (Chair), Gavrielov, Sohn .
- Consultant: Semler Brossy retained; the committee concluded independence and no conflicts of interest; consultant supports peer group construction, competitive pay assessments, severance/CIC practices .
- Interlocks: None—no member served as officer/employee of Cadence during/prior to FY2024; no cross-compensation committee interlocks with Cadence executives .
- Oversight scope: CEO and senior leadership succession, pay-for-performance design, risk reviews, clawback compliance, and human capital practices .
Governance Assessment
- Strengths: Independent status; seasoned compensation chair; strong attendance; robust ownership and anti-hedging/pledging policies; independent comp consultant; high stockholder support for executive pay .
- Potential conflicts: External CEO role at Penguin with ordinary-course transactions; mitigated by thresholds, recusal, and related-party policy oversight. Board’s independence determination and immateriality thresholds reduce conflict risk .
- Alignment: Annual director equity and ownership guidelines support skin-in-the-game; incentive stock awards vesting around AGM ensure service-based alignment .
- RED FLAGS: No pledging permitted; no disclosed tax gross-ups for executives; no director option grants in FY2024; no specific attendance shortfalls disclosed. Ongoing monitoring warranted for any expansion of related-party dealings with Penguin .