Ajei Gopal

About Ajei Gopal

Appointed to the Synopsys board on July 17, 2025 in connection with the completion of the Ansys acquisition; he joined as a non-employee director subject to Synopsys’ standard director program (cash retainer and RSUs) and standard indemnification agreement . He served as President & CEO of Ansys (2017–2025), previously as President & COO (2016), was an operating partner at Silver Lake (2013–2016, including a secondment as Symantec interim President & COO in 2016), and earlier a Senior Vice President at Hewlett Packard Enterprise (2011–2013) . External governance roles include director of Fiserv, Inc. (since 2024) and trustee of Carnegie Mellon University (since 2022); prior public board service includes Citrix (2017–2021) .

Past Roles

External Roles

Board Governance

• Synopsys appointment: Board size increased from nine to eleven at closing of the Ansys deal; Gopal and Ravi Vijayaraghavan were appointed pursuant to the merger agreement effective July 17, 2025 .
• Committees: At appointment, Gopal was not assigned to any Synopsys board committees . The proxy details committee composition as of the April 10, 2025 annual meeting (pre-acquisition) and post-meeting roles, but does not yet include Gopal on any committee .
• Independence and conflicts: Non-employee director; no family relationships with Synopsys directors/executives and no material related-party transactions requiring disclosure under Item 404(a) at appointment .
• Indemnification: Entered Synopsys’ standard director indemnification agreement (form filed previously) .
• Board attendance context: Synopsys’ board held six meetings in fiscal 2024 and each then-serving director attended >75% of board/committee meetings; this predates Gopal’s appointment .
• Stockholder oversight context: 2025 annual meeting results included approval of say‑on‑pay and equity plan amendments; board leadership updates included a new Lead Independent Director post‑meeting .

Fixed Compensation (Synopsys Non‑Employee Director Program)

Notes: No per‑meeting fees. As of FY2025, Synopsys made no changes to non‑employee director compensation levels vs. FY2024 .

Performance Compensation (Equity; time‑based for Directors)

Policy highlights for director equity: full‑value, time‑based; no performance‑based equity for directors; robust stock ownership guidelines; hedging and pledging prohibited .

Other Directorships & Interlocks

Overboarding policy context: Synopsys limits executives of public companies to serve on no more than two public company boards including Synopsys; other independent directors may serve on up to four. Compliance for nominees is assessed annually; policy statement provided for context .

Expertise & Qualifications

• Enterprise software and simulation leadership (Ansys CEO/COO; systems engineering and multiphysics simulation integration) .
• Private equity operating experience (Silver Lake), enterprise software operations (HPE), and interim transformation leadership (Symantec) .
• Public company board experience across technology sectors (Fiserv, Citrix) .

Equity Ownership

Policy notes: Synopsys prohibits director hedging and pledging of company stock; non‑employee directors are expected to reach stock ownership equal to 3x annual cash retainer or 15,000 shares within 3 years of initial election and maintain it thereafter (guidelines updated December 2023) .

Governance Assessment

Strengths

• Strategic fit and integration expertise: Direct leadership of Ansys positions Gopal to enhance board oversight of silicon‑to‑systems integration post‑merger; appointment was contemplated by the merger agreement to support integration .
• Clean conflicts profile at appointment: No family relationships; no Item 404(a) related‑party transactions; standard indemnification; participation in non‑employee director program indicates independence of role .
• Alignment mechanisms: Time‑based director RSUs and stock ownership guidelines; hedging/pledging prohibitions; strong overall board governance practices (majority voting, independent committees) .

Watch items

• Committee influence: No committee assignment at appointment; investors may watch for eventual placement (Audit/Governance/Compensation) to leverage operating expertise .
• Overboarding monitoring: Synopsys policy limits executives of public companies to two public boards including Synopsys; Gopal also serves on Fiserv’s board. Continued compliance should be monitored alongside any future executive or board roles; policy framework provided for context .
• Equity transitions: July 2025 RSU conversions/accelerations were M&A‑driven; Form 4 indicates tax withholding only with no open‑market sales, supportive of alignment and not a liquidity‑driven disposition .

Shareholder sentiment context

• 2025 annual say‑on‑pay: For 113,853,659; Against 11,142,380; Abstain 1,171,317; broker non‑votes 12,427,073 (advisory approval) .
• Governance engagements: Synopsys reports ongoing investor outreach and strong board refreshment processes, including lead independent director transition and committee compositions; context for investor confidence but not specific to Gopal .

Insider Trades (selected)

Related‑Party / Conflicts Review

• At appointment, Synopsys disclosed no material related‑party transactions for Gopal, and no family relationships with directors/executives. He will receive standard non‑employee director compensation and standard indemnification .
• Company‑wide, the Audit Committee oversees and pre‑approves related‑party transactions under a formal policy; none over $120,000 were reported from the beginning of FY2024 through the proxy’s publication, other than routine compensation .

Director Compensation Structure (context and 2024 levels)

Note: For FY2025, Synopsys made no changes to non‑employee director compensation levels vs. FY2024 . Gopal’s initial/interim RSU grants follow the 2025 8‑K terms shown above .

Equity Ownership & Alignment Policies

• Non‑employee director ownership guideline: the lesser of 3x annual cash retainer or 15,000 shares, to be achieved within 3 years of initial election and maintained thereafter; directors are encouraged to retain a portion of vested shares to meet/maintain guidelines .
• Hedging/Pledging: Policies prohibit hedging and pledging by directors .

Notes on Committee Landscape (pre‑Ansys close)

• As of the April 10, 2025 annual meeting: Audit (Chair: Mercedes Johnson); Compensation (Chair: John G. Schwarz; Chair to transition to Robert G. Painter after the meeting); Governance (Chair: Janice D. Chaffin). These rosters did not yet include Gopal (appointed in July 2025) .

Citations

• Appointment, compensation on joining, lack of related‑party interests, and background:
• Indemnification agreement:
• 2025 proxy governance, committee structures, director compensation framework, stock ownership guidelines, related‑party policy, board attendance context:
• Annual meeting vote results (2025):
• Form 3 (initial beneficial ownership upon joining Synopsys board):
• Form 4 (RSU vesting/tax withholding):