Young K. Sohn
CADENCE DESIGN SYSTEMSAbout Young K. Sohn
Independent director since 2013; age 69. Founding Managing Partner at Walden Catalyst (since 2021) and Senior Advisor to Samsung Electronics (since 2021). Current Cadence committee: Compensation Committee (member). The Board affirms his independence under Nasdaq standards, with related-party safeguards and recusal for any Walden Catalyst–linked transactions; aggregate amounts were immaterial and directors had no material interest. All directors met stock ownership guidelines and attended ≥75% of Board/committee meetings in 2024; all attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samsung Electronics | Corporate President & Chief Strategy Officer | 2012–2020 | Led corporate strategy for global leader in consumer electronics; now Senior Advisor since 2021. |
| Silver Lake Management LLC | Senior Advisor | 2012–2021 | Advisory role at leading tech-focused investment firm. |
| Inphi Corporation | President & CEO | 2007–2012 | Led high-speed mixed signal semiconductor company. |
| Agilent Technologies – Semiconductor Group | President | 2003–2005 | Ran semiconductor division. |
| Oak Technology, Inc. | CEO | 1999–2003 | Led company until acquisition by Zoran. |
| Quantum Corporation | Executive roles incl. co-President & GM | 1992–1999 | Senior operating leadership in data storage. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arm Holdings plc | Director | Current | Not disclosed in proxy; highlights broad semiconductor ecosystem ties. |
| Cymer, Inc. | Director | 2003–2013 | Prior public board in semiconductor lithography supply chain. |
| Inphi Corporation | Director | 2007–2012 | Prior public company directorship aligned with CEO tenure. |
| Walden Catalyst Management LLC | Founding Managing Partner | Since 2021 | Venture leadership; Board monitors potential interlocks; recusal policy in place. |
| Samsung Electronics | Senior Advisor | Since 2021 | Advisory capacity; independence reviewed given Cadence business relationships. |
Board Governance
- Committee assignments: Compensation Committee member (independent). Compensation Committee met three times in 2024; uses independent consultant Semler Brossy (assessed independent, no conflicts).
- Independence/related-party oversight: Board deemed Sohn independent; considers ordinary-course transactions with companies affiliated with Sohn/Walden Catalyst; directors must recuse; aggregate annual amounts in last 3 years below materiality thresholds (less than greater of 5% of recipient revenue or $200,000).
- Attendance and engagement: Board held six meetings in 2024; each director attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting; independent director executive sessions occur at least twice yearly.
- Governance policies: Anti-hedging/anti-pledging policy; director stock ownership guideline $375,000 value within five years; as of record date all directors met guidelines.
- Committee risk oversight: Compensation Committee oversees overall compensation practices, HCM, succession planning, and clawback policy.
Fixed Compensation
| Component | Amount/Terms | 2024 Sohn Actual |
|---|---|---|
| Annual cash retainer | $80,000 program level | Included in cash fees earned |
| Committee chair fees | $30,000 (Compensation Chair); not applicable (member only) | N/A |
| Meeting fees | $2,000 per in-person/videoconference; $1,000 telephone | Included in cash fees earned |
| Total cash fees earned (2024) | — | $126,000 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual incentive stock award (Director) | May 2, 2024 | 868 shares | $239,950 | Vests in full on earlier of first anniversary or next annual meeting, subject to continued service. |
| Stock options (Director) | — | — | — | None; no director options outstanding in 2024. |
No performance metrics (e.g., revenue/TSR hurdles) are tied to non-employee director compensation; equity vests time-based as above.
Other Directorships & Interlocks
| Company | Relationship to Cadence | Potential Interlock/Conflict Considerations |
|---|---|---|
| Arm Holdings plc (Director) | Industry ecosystem; potential customer/partner overlap | Board considers external roles; related-party policy and recusal; Board found no material interest in ordinary-course transactions. |
| Walden Catalyst (Managing Partner) | VC investor in semiconductor/AI; portfolio may engage with Cadence | Independence reviewed; transactions, if any, below materiality thresholds; recusal required. |
| Samsung Electronics (Senior Advisor) | Large customer/partner ecosystem | Independence affirmed; Board reviews any relationships in independence analysis. |
Expertise & Qualifications
- Deep semiconductor and systems technology leadership (Samsung, Inphi, Agilent/Oak), plus investment acumen (Silver Lake, Walden Catalyst).
- Skills noted by Board: compensation/HCM, corporate governance, financial expertise, international operations, marketing, operations, risk management, strategic planning, and technology/EDA.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Unvested RS/RSU (within 60 days) | Options (Exercisable/Unexercisable) |
|---|---|---|---|---|
| Young K. Sohn | 13,941 | <1% | 868 | 0 / 0 |
- Outstanding shares at record date: 274,313,598; all directors met stock ownership guidelines; hedging and pledging prohibited by policy.
Insider Filings and Trades
| Person | Section 16(a) Filing Timeliness (FY 2024) | Notes |
|---|---|---|
| Young K. Sohn | Timely | Proxy notes only one late Form 4 in 2024 for Dr. Plummer due to administrative oversight. |
Governance Assessment
- Board effectiveness: Active member of Compensation Committee with broad operator/investor background; committee leverages an independent consultant (Semler Brossy) and conducts annual risk reviews and succession planning oversight.
- Independence and conflicts: Potential exposure via Walden Catalyst/Samsung ecosystems is mitigated by strict related-party policies, formal recusal, and immaterial transaction thresholds; Board explicitly concluded independence.
- Alignment and engagement: Strong director ownership compliance, anti-hedging/pledging restrictions, and consistent meeting attendance support investor confidence.
- Compensation structure: Balanced cash retainer + time-based equity; no performance-linked director pay; 2024 total compensation of $365,950 (cash $126,000; stock $239,950).
Red Flags
- Related-party proximity: Venture/investment and advisory roles can create perceived conflicts; mitigants include Board independence determinations, recusal requirements, immateriality thresholds, and committee oversight of related-party transactions.