Janice Chaffin
SYNOPSYSAbout Janice D. Chaffin
Janice D. Chaffin (age 70) has served as an independent director of Synopsys since December 2014; she chairs the Corporate Governance & Nominating Committee and is a member of the Compensation & Organizational Development Committee. She previously served as Group President of Symantec’s Consumer Business Unit, Chief Marketing Officer at Symantec, and spent more than 20 years in management and marketing leadership roles at Hewlett-Packard, bringing deep software, cybersecurity, strategic marketing, and global operations expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symantec (now Gen Digital) | Group President, Consumer Business Unit | Apr 2007–Mar 2013 | Led large consumer software unit; cybersecurity and global operations experience |
| Symantec | EVP & CMO; SVP & CMO | 2006–2007; 2003–2006 | Strategic marketing leadership |
| Hewlett-Packard | Various management and marketing leadership roles | 20+ years (prior to Symantec) | Global management and marketing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PTC Inc. | Director | Since Aug 2013 | Public company board experience |
| Informatica Corporation | Director | Since Oct 2019 | Public company board experience |
| International Game Technology Corporation | Director (former) | Sep 2010–Apr 2015 | Former public board |
| Electronics for Imaging, Inc. | Director (former) | Nov 2018–Jul 2019 | Former public board |
Board Governance
- Committee assignments (FY 2024): Governance Chair; Compensation member. Committee meetings held FY 2024: Audit (9), Compensation (6), Governance (5) .
- Committee assignments (as of conclusion of 2025 Annual Meeting): Governance Chair; Compensation member .
- Independence: Board determined Ms. Chaffin is independent under Synopsys Guidelines, SEC rules, and Nasdaq standards; all standing committees are fully independent .
- Attendance: Board held 6 meetings in FY 2024; each director attended >75% of Board and applicable committee meetings during his/her service period .
- Executive sessions: Independent directors met in executive session 4 times during FY 2024 .
- Governance Committee risk remit: Oversees corporate governance, board composition, ESG risks, cybersecurity oversight, and reviews M&A/strategic investments .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Board cash retainer ($) | 125,000 |
| Governance Committee chair fee ($) | 25,000 |
| Compensation Committee member fee ($) | 10,000 |
| Janice D. Chaffin – Fees Earned or Paid in Cash ($) | 160,000 (includes $35,000 for Governance chair + Compensation member) |
| Meeting fees | None (retainer-based structure) |
| Perquisites | None |
Notes: Cash retainers paid quarterly in advance; non-employee directors are compensated via cash and equity; no additional pay for employees serving as directors .
Performance Compensation
| Equity Element | Terms | FY 2024 Detail |
|---|---|---|
| Annual director equity grant (restricted stock) | Full-value restricted stock; vests on date immediately preceding first annual meeting following grant; no performance-based equity; no dividends on unvested awards paid prior to vesting; change-in-control generally accelerates unless assumed | 356 shares; grant date fair value $199,798 (closing price $561.23 × 356); unvested at FY 2024 end |
| Vesting cadence | Vests immediately preceding first annual meeting after grant | Vests immediately before April 10, 2025 annual meeting (i.e., April 9, 2025) |
| Options | Not part of FY 2024 annual grant; only some directors hold legacy options | Ms. Chaffin: no outstanding option awards at FY 2024 end |
| Change-of-control treatment (directors plan) | Unvested grants generally accelerate unless assumed by successor | Policy applies to director restricted stock |
Compensation governance: Director pay reviewed biennially with independent consultant Aon; emphasis on equity mix, stockholder-approved limits ($500k annual award cap), robust ownership guidelines, and prohibitions on hedging/pledging .
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction Considerations |
|---|---|---|
| Informatica Corporation | Director | Bruce R. Chizen is also a director of Informatica, representing a board interlock; Board reviewed transactions involving Informatica and determined arm’s-length, ordinary course; not a related-party transaction under SEC rules |
| PTC Inc. | Director | Board reviewed transactions involving PTC; determined arm’s-length; not a related-party transaction |
Additional companies reviewed by the Board for independence determinations included Oracle, Teradyne, Fortive, Trimble, and others; none were deemed related-party transactions requiring disclosure .
Expertise & Qualifications
- Senior management experience at large technology companies; strategic marketing and global operations leadership (Symantec; HP) .
- Cybersecurity and executive compensation/corporate governance experience; significant public board service (PTC; Informatica; prior IGT, EFI) .
- As Governance Chair, oversees cybersecurity risk management coordination with CISO and ESG oversight across committees .
Equity Ownership
| Item | Status |
|---|---|
| Unvested restricted stock at FY 2024 end | 356 shares |
| Options outstanding | None |
| Director stock ownership guideline | Lesser of 3× annual cash retainer or 15,000 shares; achieve within 3 years; shares subject to awards do not count toward threshold |
| Compliance with ownership guidelines | All non-employee directors (including Ms. Chaffin) compliant as of Record Date |
| Hedging/Pledging | Prohibited for directors |
Governance Assessment
- Strengths: Independent status; chairing Governance Committee with remit over board composition, ESG, and cybersecurity; consistent engagement (>75% attendance); robust ownership alignment and prohibition of hedging/pledging; no related-party transactions identified relating to her external boards .
- Compensation alignment: Director pay emphasizes time-based equity with modest cash retainers; no performance equity, no perquisites; FY 2025 made no changes to director compensation, indicating stability and equity emphasis .
- Interlocks/Conflicts: Shared board service with Bruce Chizen at Informatica is an information-flow interlock; however, Board independence review found transactions to be arm’s-length and not related-party; monitor for potential perceived conflicts in future M&A or vendor/customer relationships (no current red flags) .
- Overboarding: Synopsys guidelines allow up to 4 public boards for independent directors; Ms. Chaffin holds 3 and is in compliance .
RED FLAGS: None disclosed specific to Ms. Chaffin (no related-party transactions, no hedging/pledging, attendance adequate). Continue monitoring interlocks and any changes in committee roles or transaction activity with PTC/Informatica for future conflict risk .