Bruce Chizen
SYNOPSYSAbout Bruce R. Chizen
Bruce R. Chizen, age 69, has served on Synopsys’ Board since April 2001 and is an independent director. He is a former Chief Executive Officer of Adobe (CEO: Dec 2000–Nov 2007; President: Apr 2000–Jan 2005), and currently serves as Senior Adviser (since July 2008) and PGO Partner (since June 2018) at Permira Advisers LLP; he was a Venture Partner at Voyager Capital from July 2009 to May 2023 and a strategic adviser to Adobe in 2007–2008 . He sits on Synopsys’ Compensation and Organizational Development Committee (member) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adobe Systems Incorporated | Chief Executive Officer | Dec 2000–Nov 2007 | Led multi‑billion global software company |
| Adobe Systems Incorporated | President | Apr 2000–Jan 2005 | Executive leadership |
| Adobe Systems Incorporated | Strategic Adviser | Nov 2007–Nov 2008 | Strategy advisory |
| Permira Advisers LLP | Senior Adviser; PGO Partner | Senior Adviser since Jul 2008; PGO Partner since Jun 2018 | Private equity advisory |
| Voyager Capital | Venture Partner | Jul 2009–May 2023 | Venture investing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Corporation | Director | Since Jul 2008 | Public company board experience |
| ChargePoint Holdings, Inc. | Director | Since Dec 2014 | Public company board experience |
| Informatica Corporation | Director | Since Aug 2015 | Public company board experience |
| Adobe Systems Incorporated | Director (prior) | Dec 2000–Apr 2008 | Prior board service |
Board Governance
- Committee assignments: Member, Compensation and Organizational Development Committee; previously served on Governance Committee (pro‑rated cash noted for changes in Dec 2023) .
- Independence: The Board affirmed Chizen’s independence under Nasdaq standards and Synopsys guidelines; independence review covered arm’s‑length, ordinary‑course transactions with Oracle, Informatica, ChargePoint and other companies; none were “related party” under SEC rules .
- Attendance: The Board met six times in fiscal 2024; each director attended >75% of Board and applicable committee meetings .
- Executive sessions: Independent directors held four executive sessions in fiscal 2024 .
- Committee activity (FY2024): Audit (9 meetings), Compensation (6), Governance (5) .
| Committee | FY2024 Meetings |
|---|---|
| Audit | 9 |
| Compensation | 6 |
| Governance | 5 |
Fixed Compensation
| Item | FY2021 | FY2022 | FY2024 |
|---|---|---|---|
| Annual cash retainer ($) | 125,000 | 125,000 | 125,000 |
| Committee fees ($) | — (no specific footnote for Bruce) | — (Bruce listed with base only) | 12,500 (Comp + Governance changes pro‑rated) |
| Total cash fees ($) | 125,000 | 125,000 | 137,500 |
Notes:
- FY2025: No changes to non‑employee director compensation structure .
- Lead Independent Director fee applies to another director; not applicable to Chizen .
Performance Compensation
| Equity element | FY2021 | FY2022 | FY2024 |
|---|---|---|---|
| Annual equity grant form | Restricted stock (670 sh) | Restricted stock (563 sh) | Restricted stock (356 sh) |
| Grant date fair value ($) | 174,877 | 174,997 | 199,798 |
| Grant date closing price ($) | 261.01 | Noted as grant FV; form consistent | 561.23 |
| Vesting | Vests day before next annual meeting | Vests day before next annual meeting | Vests day before next annual meeting |
| Options outstanding (director) | None for Chizen | None for Chizen | None for Chizen |
| Change‑of‑control treatment | Unvested director grants generally accelerate unless assumed by successor |
Director equity is time‑based; Synopsys emphasizes no performance‑based equity awards or perquisites for directors .
Other Directorships & Interlocks
| Company | Relationship to Chizen | Synopsys transactional review | Board independence conclusion |
|---|---|---|---|
| Oracle Corporation | Current director | Commercial transactions reviewed; arm’s‑length, ordinary course; not related party under SEC rules | Independent |
| Informatica Corporation | Current director | Commercial transactions reviewed; arm’s‑length, ordinary course; not related party | Independent |
| ChargePoint Holdings, Inc. | Current director | Commercial transactions reviewed; arm’s‑length, ordinary course; not related party | Independent |
Overboarding policy: Independent directors may serve on up to four public company boards; Chizen holds four and is in compliance .
Expertise & Qualifications
- Former CEO of Adobe; deep experience managing complex global organizations and multi‑billion software businesses .
- Senior private equity adviser; PGO Partner at Permira; venture experience at Voyager Capital .
- Longstanding public company board experience (Oracle, ChargePoint, Informatica) .
Equity Ownership
| Metric | FY2023 | FY2024 |
|---|---|---|
| Beneficial ownership (shares) | 14,398 (incl. 563 unvested RS) | 14,862 (incl. 464 unvested RS) |
| Percent of shares outstanding | <1% (asterisk in proxy) | <1% (asterisk in proxy) |
| Options exercisable within 60 days | — (none disclosed) | — (none disclosed) |
| Ownership guideline compliance | Compliant; non‑employee directors required to hold lesser of 3x cash retainer or 15,000 shares within 3 years and maintain thereafter | Compliant |
| Hedging/pledging | Prohibited by policy (directors and employees) | Prohibited |
Governance Assessment
- Independence and conflicts: Chizen’s external board roles (Oracle, Informatica, ChargePoint) were evaluated; Synopsys concluded arm’s‑length transactions and no related‑party exposure requiring disclosure; independence affirmed . Overboarding compliance: within policy (≤4 boards) .
- Board effectiveness: Active participation (>75% attendance); committee service on Compensation; independent director executive sessions held quarterly (4x) .
- Compensation alignment: Director pay emphasizes equity; time‑based restricted stock vests annually; no performance‑based equity, no perquisites, no hedging/pledging; stock ownership guidelines in place and compliant .
- Shareholder signals: 2025 say‑on‑pay received 113,853,659 “For,” 11,142,380 “Against,” 1,171,317 “Abstain”; equity plan and ESPP amendments approved; a proposal to ratify golden parachutes failed (48,395,048 “For” vs. 77,546,830 “Against”) . In 2024, 67.3% of votes rejected a proposal to require separation of Chair and CEO roles; investors were broadly supportive of current oversight structure .
- Risk indicators: No director loans, no tax gross‑ups in equity plans, repricing prohibited, double‑trigger CoC benefits for executives (not directors) and clawback policies in place; policies prohibit hedging/pledging by directors .
Overall: Chizen’s long tenure and executive background enhance board competency in software and technology, while independence controls (conflict review, anti‑hedging/pledging, ownership guidelines) and attendance support investor confidence. No evident red flags in attendance, compensation, or related‑party transactions .