Janet Lee
SYNOPSYSAbout Janet Lee
Janet Lee is Synopsys’ General Counsel and Corporate Secretary, appointed immediately following the close of Synopsys’ acquisition of Ansys on July 17, 2025, after serving as Ansys’ Senior Vice President, General Counsel & Secretary since 2017 . She has 25+ years of technology legal leadership spanning HERE, Nokia Research Center, AOL, and leading law firms, and holds a J.D. from Stanford Law School (with additional degrees from Harvard University and the University of Michigan) . Synopsys’ FY2024 performance metrics tied to executive incentives included revenue of $6.127B vs $6.118B target and non-GAAP operating margin of 38.5%, with PRSUs using 3-year revenue CAGR and rTSR modifiers—frameworks that historically applied to the General Counsel role among NEOs prior to Lee’s appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ansys | Senior Vice President, General Counsel & Secretary | 2017–2025 | Led global legal function; public-company GC experience; oversaw IP/compliance, supporting scale-up and public disclosures . |
| HERE (North America) | General Counsel/Vice President, Legal & IP | 2010–2017 | Ran legal/IP for major geospatial tech platform; complex international transactions and IP strategy . |
| Nokia Research Center | Director, Legal & Intellectual Property | 2007–2010 | Supported R&D/IP portfolio and collaborations within a top-tier mobile innovator . |
| AOL | Assistant General Counsel | 1999–2007 | Led technology and internet legal work through growth and transformation phases . |
| Cooley LLP | Attorney | 1996–1999 | Technology transactions and corporate work at a leading Silicon Valley firm . |
| Renaissance Capital Group | General Counsel | 1995–1996 | Corporate/finance legal leadership in investment context . |
| Clifford Chance | Attorney | 1993–1995 | International finance/transactions experience . |
| Paul, Weiss, Rifkind, Wharton & Garrison | Attorney | 1991–1993 | Complex corporate and litigation foundation . |
External Roles
- None disclosed in corporate biographies or Synopsys/Ansys investor materials for public company board service .
Fixed Compensation
Note: Janet Lee’s Synopsys compensation has not been disclosed in Synopsys filings as of November 2025. The most recent baseline for the General Counsel role prior to her appointment (John F. Runkel, Jr.) is as follows.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 443,750 | 450,000 |
| Target Cash Incentive ($) | 360,000 (from plan-based awards table) | 360,000 (from plan-based awards table) |
| Actual Non-Equity Incentive Paid ($) | 468,000 | 504,000 |
- Target bonus percentage can be inferred from base and target incentive (e.g., FY2024: $360,000 on $450,000 base ≈ 80%), using disclosed values .
Performance Compensation
Synopsys executive incentives (EIP and PRSUs) historically applied to NEOs including the General Counsel before Lee’s appointment; specific 2025 terms for Lee have not yet been disclosed.
| Program | Metric | Weighting | Target | Actual/Status | Payout/Outcome Basis |
|---|---|---|---|---|---|
| EIP (Annual Cash) | Revenue (FY2024) | 60% | $6.118B | $6.127B | At/near target funding |
| EIP (Annual Cash) | Non-GAAP Operating Margin (FY2024) | 40% | 38.5% | 38.5% | At target |
| PRSUs (3-year) | Revenue CAGR (FY2023–2025) | N/A | 100% achievement = 100% payout; ≥110% = 150%; <80% = 0% | To be measured after FY2025 | Matrix + rTSR modifier |
| PRSUs modifier | rTSR percentile | N/A | Mandatory downward adjustment if rTSR below 50th percentile | N/A | Adjusts earned PRSUs |
| Annual RSUs | Time-based vesting | N/A | 4-year vesting | Ongoing | Retention while managing dilution |
| Stock Options | Time-based vesting | N/A | 4-year vesting | Ongoing | Long-term stock price alignment |
Equity Ownership & Alignment
- Company-wide policies: prohibitions on hedging and pledging; robust clawback; double-trigger change of control; share ownership guidelines .
- Stock ownership guidelines for covered management (non-CEO categories): “All members of Corporate Staff not listed above” must hold 6,500 shares and maintain minimum value of $1,100,000; CEO/Executive Chair have higher thresholds . As of the 2025 Record Date, all non-employee directors and NEOs were compliant (management beyond NEOs not individually disclosed) .
- Prior GC (Runkel) beneficial ownership baseline (as of 2025 Record Date): 27,277 shares, including options to purchase 4,134 shares exercisable within 60 days .
| Policy/Ownership | Details |
|---|---|
| Hedging/Pledging | Prohibited for employees and directors |
| Clawback | Compliant with Nasdaq/SEC requirements; applies to executive incentive compensation |
| Ownership Guidelines (Management) | Corporate staff: 6,500 shares and $1.1M minimum value; higher thresholds for CEO/Executive Chair/COO/CAO |
| Prior GC Ownership Snapshot | 27,277 shares; 4,134 options exercisable within 60 days |
Employment Terms
- Appointment: Janet Lee appointed Synopsys General Counsel & Corporate Secretary immediately following the Ansys merger close on July 17, 2025; predecessor John F. Runkel, Jr. moved to advisory Chief Legal Officer through Jan 31, 2026, with severance eligibility under the Executive Severance Benefit and Transition Plan .
- Executive severance plan terms (for designated key employees): cash severance equal to 1x base salary plus 12 months COBRA costs; six months’ acceleration of time-based equity; for Q3/Q4 terminations, pro-rated EIP eligibility; conditions include potential up to 9 months part-time employment, non-compete, non-solicit, non-disparagement, and release of claims .
- Change-of-control: Double-trigger protections; maximum cash change-of-control payments do not exceed 2x target annual cash incentive compensation; no excise tax gross-ups .
- Indemnification: Synopsys uses standard indemnification agreements for directors; officers typically follow customary practice, though specific officer indemnification for Lee was not separately disclosed in the appointment 8-K .
| Term | Key Provision |
|---|---|
| Appointment Timing | July 17, 2025 (post-merger) |
| Severance (general plan terms) | 1x salary + 12 months COBRA; 6 months equity acceleration; Q3/Q4 pro-rated EIP; restrictive covenants and release required |
| Change-of-control | Double trigger; caps; no tax gross-ups |
| Clawback | Applies to cash/equity incentives |
| Hedging/Pledging | Prohibited |
Performance & Track Record
- Role execution indicators: Signed multiple current reports (8-K) as Synopsys’ General Counsel & Corporate Secretary, including reaffirmation of FY2025 targets on Nov 4, 2025 and a restructuring plan 8-K on Nov 12, 2025 tied to Ansys integration synergies and site strategy .
- Corporate performance context (FY2024): Achieved revenue and margin targets driving EIP funding at/near target; PRSU design emphasizes multi-year revenue CAGR with rTSR alignment .
Governance, Compensation Committee & Peer Group
- Compensation Committee: Independent; uses Aon as independent consultant; oversees executive compensation and equity plans .
- Peer group (FY2024 used for pay benchmarking): Akamai, Analog Devices, Autodesk, Cadence, CrowdStrike, EA, Fortinet, Intuit, Keysight, KLA, Marvell, Microchip, NetApp, OpenText, Palo Alto Networks, ServiceNow, Splunk, Workday; Ansys removed due to criteria ahead of the merger .
- Say-on-pay: ~93% approval of FY2023 NEO compensation policies and procedures .
Compensation Structure Analysis
- Strong pay-for-performance architecture: multi-metric EIP (revenue, margin, backlog), and PRSUs tied to 3-year revenue CAGR with rTSR-based downward adjustment—reduces windfall risk and aligns with shareholder experience .
- Equity mix: balanced annual RSUs, options (4-year vesting), and PRSUs (3-year performance period), with guardrails—no repricing/cash-outs of underwater options, no dividends on unvested awards .
- Governance safeguards: clawback policy, double-trigger CoC, no tax gross-ups; prohibitions on hedging/pledging mitigate misalignment and leverage risk .
Vesting Schedules & Insider Selling Pressure
- RSUs and options: Four-year time-based vesting supports retention and spreads realizable value; PRSUs vest based on multi-year goals, limiting opportunistic sales tied to short-term price moves .
- Monitoring need: Janet Lee’s initial Synopsys equity grants, vesting schedules, ownership, and any Form 4 activity are not yet disclosed; expect future proxy/Section 16 filings to detail award structure and potential selling pressure .
Equity Ownership & Alignment (Compliance & Pledging)
- Ownership guidelines: Corporate staff threshold 6,500 shares and $1.1M minimum value; compliance status for NEOs affirmed at Record Date; employees prohibited from hedging/pledging company stock .
- Beneficial ownership snapshots for Lee are not available in FY2024 proxy due to timing of appointment; prior GC ownership indicates meaningful alignment in role baseline .
Employment Contracts, Severance & Change-of-Control Economics
- Executive Severance Benefit and Transition Plan provides standardized economics (1x salary, COBRA, partial vesting acceleration, pro-rated incentive eligibility), subject to restrictive covenants—indicative of retention design without excessive guarantees .
- Change-of-control terms are double-trigger without excise tax gross-ups; maximum cash change-of-control payments bounded by caps, promoting shareholder-friendly discipline .
Investment Implications
- Alignment: Legal leadership with deep public-company GC experience (Ansys) and Synopsys’ strong pay-for-performance architecture lowers compensation misalignment risk; hedging/pledging prohibitions and clawback reduce governance red flags .
- Retention and integration: Appointment immediately post-merger, with predecessor retained to January 2026 as advisory CLO, supports continuity during Ansys integration and announced restructuring—execution risk centers on integration pace and workforce actions rather than legal leadership stability .
- Trading signals: Specific grant sizes, vesting dates, and ownership for Janet Lee are not yet disclosed; monitor forthcoming proxy/Section 16 filings for initial equity awards, compliance with ownership guidelines, and any insider transactions that could signal selling pressure or retention risk .
- Benchmarking: Prior GC’s compensation and ownership provide a directional baseline; expect Lee’s compensation to align with Synopsys’ NEO frameworks (EIP and PRSUs with revenue/margin/CAGR/rTSR) and governance limits (no gross-ups, double trigger), contingent on future disclosures .