Moshe Gavrielov
CADENCE DESIGN SYSTEMSAbout Moshe Gavrielov
Moshe Gavrielov, age 70, is an independent director of Cadence Design Systems, Inc. (CDNS), appointed January 1, 2025, and currently serves on the Compensation Committee of the Board . He is the former President and CEO of Xilinx, Inc. (2008–2018), previously led Cadence’s verification division (2005–2007), and served as CEO of Verisity, Ltd. (1998–2005), with earlier executive and engineering roles at LSI Logic, Digital Equipment Corporation, and National Semiconductor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xilinx, Inc. | President & Chief Executive Officer | 2008–2018 | Led the company; semiconductor industry expertise |
| Cadence Design Systems | EVP & GM, Verification Division | 2005–2007 | Former Cadence executive; insight into CDNS business/culture |
| Verisity, Ltd. | Chief Executive Officer | 1998–2005 | Ran EDA company; verification domain leadership |
| LSI Logic Corporation | Executive management positions | Not disclosed | Semiconductor operating experience |
| Digital Equipment Corporation | Engineering/engineering management | Not disclosed | Systems engineering experience |
| National Semiconductor Corporation | Engineering/engineering management | Not disclosed | Semiconductor engineering experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| NXP Semiconductors N.V. | Director | Current | Large-cap semiconductor; potential customer ecosystem interlock |
| Taiwan Semiconductor Manufacturing Company Ltd. (TSMC) | Director | Current | Leading foundry; potential supplier ecosystem interlock |
Board Governance
- Independence and leadership: CDNS’s Board has a substantial majority of independent directors (9 of 10), and all committees are fully independent; Gavrielov is deemed independent under Nasdaq standards .
- Committee assignment: Compensation Committee member; the Compensation Committee is independent, chaired by Mark W. Adams, and uses an independent consultant (Semler Brossy) with no conflicts .
- Attendance and engagement: Board held six meetings in FY2024, with all then-serving directors attending ≥75%; new directors are encouraged to attend annual meetings (Gavrielov joined in 2025) .
- Risk oversight: Committees oversee key risk domains—Audit (financial/cybersecurity), Compensation (pay and succession), Corporate Governance & Nominating (board composition, ESG, related-party transactions) .
- Stock ownership guidelines and trading: Strong ownership requirements ($375,000 for directors within five years) and robust anti-hedging/anti-pledging policy for directors .
Committee Roles Snapshot
| Committee | Chair | Members | Gavrielov Status |
|---|---|---|---|
| Audit | Lewis Chew | Ita Brennan; James D. Plummer; Alberto Sangiovanni-Vincentelli | Not a member |
| Compensation | Mark W. Adams | Young K. Sohn; Moshe Gavrielov | Member |
| Corporate Governance & Nominating | Ita Brennan | ML Krakauer; Julia Liuson | Not a member |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly; deferral available under deferred comp plan |
| Chair fees | $80,000 (Board Chair); $40,000 (Audit Chair); $30,000 (Comp/CGN/Finance Chairs) | Paid quarterly, prorated for partial terms |
| Meeting fees | $2,000 in-person/video; $1,000 telephone | No fees for unanimous written consents |
| Annual equity grant (FY2024) | 868 incentive shares; ~$239,950 GDFV | Vests by next annual meeting or 1-year; then-serving directors only |
| New director equity award | Discretionary ISAs, options, RSUs | Granted under Directors Plan at Board discretion |
| Stock ownership guideline | $375,000 within 5 years | All directors met guidelines as of record date |
| Medical reimbursement plan | Up to $20,000/year | Not available to directors appointed after Dec 31, 2014 |
| Director | FY2024 Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Moshe Gavrielov | 0 | 0 | 0 | 0 | 0 |
Note: Gavrielov joined Jan 1, 2025; he did not receive FY2024 director compensation .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| TSR, operating income or revenue targets | No | Director equity grants (ISAs) vest time-based; PSUs introduced in 2025 apply to executives, not directors |
Other Directorships & Interlocks
| Company | Sector Relationship | Potential Interlock Risk | Governance Controls |
|---|---|---|---|
| NXP Semiconductors N.V. | Semiconductor | Customer ecosystem interlock potential | CGN Committee oversees related-party transactions; directors recuse as appropriate |
| TSMC | Foundry | Supplier ecosystem interlock potential | Same oversight and recusal framework |
Expertise & Qualifications
- Compensation/HCM; Corporate Governance; Financial Expertise; International; Marketing; Operations; Risk Management; Strategic Planning; Technology/Semiconductor/EDA .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Options Exercisable ≤60 Days | Restricted Shares Vesting ≤60 Days | Pledged/Hedged |
|---|---|---|---|---|---|
| Moshe Gavrielov | 267 | <1% | 0 | 267 | Pledging and hedging prohibited by policy |
| Guideline | Requirement | Status |
|---|---|---|
| Director stock ownership | Hold ≥$375,000 within 5 years of appointment | All directors met applicable guidelines as of Record Date (Mar 10, 2025) |
Governance Assessment
- Board effectiveness: Strong independence profile (9/10 directors), fully independent committees, and independent Board Chair structure; Gavrielov adds deep operating experience and semiconductor/EDA domain knowledge .
- Compensation oversight: As a Compensation Committee member, he operates within a framework using an independent consultant (Semler Brossy) with no conflicts and annual risk reviews, aligning with pay-for-performance governance .
- Ownership alignment: Directors must reach $375,000 ownership in five years; anti-hedging/anti-pledging policy prohibits misalignment practices—a positive signal for governance integrity .
- Related-party safeguards: Potential interlocks via NXP and TSMC are mitigated by CGN Committee oversight, formal related-party transaction policies, and director recusals when needed; Board independence determinations consider such relationships .
- Shareholder confidence indicators: Sustained strong say-on-pay support (~90% in 2024; ~91% five-year average) reflects investor approval of CDNS’s compensation/governance approach; while focused on executives, it supports overall governance quality .
RED FLAGS (Potential)
- External board interlocks at NXP and TSMC could present perceived conflicts if material transactions arise; CDNS governance processes (CGN oversight and recusal) are in place to manage this risk .
- Initial share ownership is small (267 shares) immediately post-appointment; however, CDNS’s five-year guideline timeline and policy compliance reduce concern .
Overall: Gavrielov’s compensation committee role, prior Cadence executive experience, and current semiconductor board seats provide valuable strategic and industry oversight. Governance structures (independence, ownership policy, anti-hedging/pledging, related-party review) materially mitigate conflict risks and align incentives with long-term shareholder value .