ML Krakauer
CADENCE DESIGN SYSTEMSAbout ML Krakauer
ML Krakauer, age 68, is an independent director and the Board Chair of Cadence Design Systems. She joined the Cadence board in 2022 and became Board Chair in 2023. Krakauer previously served as Executive Vice President and Chief Information Officer at Dell Corporation and held multiple senior executive roles at EMC, Hewlett-Packard Enterprise, Compaq Computer Corporation, and Digital Equipment Corporation. Her listed skills span compensation/human capital, corporate governance, cybersecurity, operations, strategic planning, and technology/semiconductor/EDA expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Corporation | Executive Vice President, Chief Information Officer | Retired in 2017 | Enterprise IT leadership |
| EMC Corporation | EVP/CIO; EVP Business Development, Global Enterprise Services; EVP Global HR; VP/COO Technology Services & Solutions and Managed Services | Joined 2008 | Multi-domain global operations, HR, services |
| Hewlett-Packard Enterprise | Executive general management roles | Not disclosed | Enterprise technology leadership |
| Compaq Computer Corporation | Executive general management roles | Not disclosed | PC/server industry operations |
| Digital Equipment Corporation | Executive general management roles | Not disclosed | Systems operations leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Proterra Inc. | Director | 2022–2024 | EV/commercial vehicle sector |
| Mercury Systems, Inc. | Director | 2017–2023 | Aerospace/Defense technology |
| DXC Technology Company | Director | 2018–2022 | IT services |
| Xilinx, Inc. | Director | 2017–2022 | Semiconductors; historical overlap with fellow CDNS director Moshe Gavrielov (Xilinx CEO 2008–2018) |
Interlock signal: Historical shared affiliation at Xilinx with CDNS director Moshe Gavrielov (she as director 2017–2018; he as CEO through 2018), which can strengthen board-level semiconductor insight but warrants independence checks in any Cadence–Xilinx/AMD/TSMC ecosystem dealings .
Board Governance
- Roles and independence: Independent director; Board Chair; Cadence board is majority independent (nine of ten); ML presides over independent director sessions and leads stockholder engagement as Board Chair .
- Committees: Member, Corporate Governance & Nominating Committee (oversight of related party transactions and political contributions). Listed among Compensation Committee members signing the CD&A report (indicates service on Compensation Committee alongside Mark W. Adams, Chair, and Julia Liuson) .
- Attendance: Board held 6 meetings in FY2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Stockholder rights and policies: Majority voting standard; proxy access; no dual class; ability to call special meetings; anti-hedging and no pledging policy; director stock ownership guidelines ($375,000 within 5 years); all directors met guidelines as of record date .
Fixed Compensation
| Component (Policy FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly; directors may defer under nonqualified plan |
| Board Chair fee | $80,000 | Incremental cash fee for Board Chair |
| Meeting fees | $2,000 per meeting (video/in person); $1,000 (telephone) | No fee for unanimous written consents; reimburse expenses per policy |
| Medical reimbursement plan | Not eligible | Only for directors on/retired before Dec 31, 2014; taxable; no gross-ups |
| ML Krakauer – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 186,000 |
| Stock awards (grant-date fair value) | 239,950 |
| Option awards | — (none) |
| All other compensation | — |
| Total | 432,165 |
Performance Compensation
| Equity Award (Directors) | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual incentive stock award | May 2, 2024 | 868 | $239,950 | Vests in full on earlier of first anniversary or next annual meeting | Standard for each non-employee director |
Performance metrics: Director equity grants are time-based; no director-specific performance metrics disclosed. Anti-hedging policy prohibits hedging/short sales/pledges across directors and executives .
Other Directorships & Interlocks
| Current Public Boards | Committee Roles | Potential Interlocks |
|---|---|---|
| None disclosed currently | — | Historical Xilinx overlap with CDNS director Moshe Gavrielov; no related-party transactions involving ML disclosed . |
Expertise & Qualifications
- Governance, compensation/HCM, cybersecurity, operations, strategic planning, and technology/EDA/semiconductor experience per board skills matrix .
- Leads engagement with shareholders; Board Chair signs governance letter emphasizing AI-driven strategy and board refreshment .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested Restricted Stock (as of 12/31/2024) | Options | Ownership as % of Outstanding |
|---|---|---|---|---|
| ML Krakauer | 3,500 | 868 | None | ~0.0013% (3,500 / 274,313,598) |
- Ownership guidelines: Non-employee directors must hold ≥$375,000 in CDNS shares within five years; as of record date all directors met guidelines .
- Trading policies: Prohibits hedging, short sales, and pledging; insiders require preclearance; section 16(a) compliance noted (no delinquencies listed for ML) .
Governance Assessment
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Strengths
- Independent Board Chair with deep IT operations and HCM experience; presides over independent sessions, strengthening oversight and CEO accountability .
- Active role in shareholder engagement; robust stockholder rights; majority independent board; comprehensive anti-hedging/no-pledge policy; director ownership guidelines met .
- Service on Corporate Governance & Nominating (related-party oversight; political activities) and participation in Compensation Committee report—clear governance touchpoints .
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Watch items
- Personal share count is modest (3,500 shares), though guidelines met; continued monitoring of equity alignment advisable given leadership role .
- Historical external interlock at Xilinx (with current CDNS director Gavrielov) underscores importance of rigorous related party and independence reviews in semiconductor ecosystem relationships; policies appear robust and transactions with director-affiliated entities are below materiality thresholds and require recusals .
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Shareholder signals
- Say-on-pay support ~90% in 2024; five-year average ~91%—positive sentiment on compensation governance framework under ML’s board leadership .
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Conflicts/related-party exposure
- Corporate Governance & Nominating Committee oversees and pre-approves related party transactions; ML’s biography does not disclose any Cadence-related party transactions tied to her interests. The board states transactions related to independent directors were below materiality thresholds and directors recuse as required .
Overall: Governance posture under an independent chair is strong, with clear committee oversight, prudent trading/ownership policies, and consistent shareholder support on pay. No specific ML-related conflicts are disclosed; monitoring of alignment through equity holdings and continued active engagement remains prudent .