Jeannine Sargent
SYNOPSYSAbout Jeannine P. Sargent
Independent director at Synopsys since August 2020; age 60. Background spans 30+ years across high-tech hardware/software with CEO roles (Oerlikon Solar AG; Voyan Technology) and senior leadership at Flex Ltd. (President of Innovation & New Ventures; President of Energy) . Current venture and sustainability roles include Operating Partner at G2 Ventures (since Mar 2024), Operating Partner/Senior Advisor at Katalyst Ventures (since Jan 2018), Senior Advisor at Generation Investment Management (since Nov 2017), Senior Advisor & Venture Partner at Breakthrough Energy Ventures (since Dec 2018), and Lead Director/Investment Committee member of Breakthrough Energy Catalyst Funds (since Jan 2023) . Independent under Nasdaq standards; board determined no relationships compromising independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex Ltd. | President, Innovation & New Ventures; President, Energy business | Jan 2012–Oct 2017 | Led development and global launch of disruptive tech; governance, exec comp, cybersecurity, ESG experience . |
| Oerlikon Solar AG | Chief Executive Officer | Prior to 2012 | CEO of thin-film solar PV module manufacturer . |
| Voyan Technology | Chief Executive Officer | Prior to 2012 | CEO of embedded systems software provider . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G2 Ventures | Operating Partner | Since Mar 2024 | Operating leadership in venture; tech/sustainability focus . |
| Katalyst Ventures Management LLC | Operating Partner & Sr. Advisor | Since Jan 2018 | Venture advisory . |
| Generation Investment Management LLP | Senior Advisor | Since Nov 2017 | Sustainability-focused investment advisory . |
| Breakthrough Energy Ventures | Senior Advisor & Venture Partner | Since Dec 2018 | Climate-tech investment advisory . |
| Breakthrough Energy Catalyst Funds | Lead Director & Investment Committee member | Since Jan 2023 | Investment governance oversight . |
Board Governance
- Independence: Independent director; board affirmed independence for all nominees except CEO and Executive Chair .
- Committee assignments (FY 2024 and as of 2025 Annual Meeting conclusion): Audit Committee member; Corporate Governance & Nominating Committee member. Audit Committee met 9 times; Governance Committee met 5 times in FY 2024 .
- Audit Committee financial expert: Board determined each Audit member (including Sargent) qualifies under SEC rules .
- Attendance: Board held 6 meetings in FY 2024; each director attended >75% of applicable meetings during service period. Independent directors held 4 executive sessions in FY 2024 .
- Overboarding: Policy allows up to 4 public boards for independent directors; Sargent holds 2 and is compliant .
| Committee | Role | FY 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 9 | Financial oversight, internal controls, auditor oversight, related-person transaction review . |
| Corporate Governance & Nominating Committee | Member | 5 | Board composition, ESG, cybersecurity oversight, M&A/strategic investments review . |
Fixed Compensation
- Director fee schedule (FY 2024): Annual board retainer $125,000; Lead Independent Director +$30,000; Audit Chair +$40,000; Compensation Chair +$25,000; Governance Chair +$25,000; Audit member +$15,000; Compensation member +$10,000; Governance member +$10,000 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Sargent) | $136,250 | $146,250 (includes $21,250 for Audit and Governance membership due to Dec 2023 changes) . |
Performance Compensation
- Equity awards under the 2017 Non-Employee Directors Equity Incentive Plan: Annual award comprised solely of restricted stock; FY 2023 grant value ~$175,000 (464 shares); FY 2024 grant value ~$200,000 (356 shares). Vesting occurs immediately before the next annual meeting, subject to continued service; change-of-control generally accelerates unless assumed by successor .
- Stockholder-approved annual limits: $750,000 for initial awards; $500,000 for annual awards .
- No performance-based equity awards or perquisites for directors (signals simple, time-based alignment vs. pay-for-performance for execs) .
| Equity Award Detail | FY 2023 | FY 2024 |
|---|---|---|
| Annual Restricted Stock Grant (shares) | 464 | 356 |
| Grant-Date Stock Price | $376.52 | $561.23 |
| Grant-Date Fair Value | $174,705 | $199,798 |
| Vesting | Preceding next annual meeting; time-based | Preceding next annual meeting; time-based |
| Change-of-Control Treatment | Accelerates unless assumed | Accelerates unless assumed |
| Performance Metrics Used in Director Compensation | Status |
|---|---|
| Performance-based equity or cash metrics | None for non-employee directors . |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Fortive Corporation | Director | Since Feb 2019 | Current public company directorship . |
| Cypress Semiconductor Corporation | Director | Dec 2017–Apr 2020 (acquired by Infineon) | Former public company board in past 5 years . |
| Proterra Inc. | Director | Oct 2018–Mar 2024 | Former public company board in past 5 years . |
| Queen’s Gambit Growth Capital | Director | Jan 2021–Mar 2022 | Former SPAC board . |
- Independence review noted arm’s-length commercial transactions with several companies (including Fortive and Trimble) where certain directors or family members had relationships; board deemed none to be related-party transactions requiring disclosure .
Expertise & Qualifications
- Leadership across technology, operations, marketing, and engineering; experience with global launch of disruptive technology including AI; governance, executive compensation, cybersecurity, ESG background; CEO and board experience; audit committee financial expertise designation .
Equity Ownership
| Ownership Detail | Record Date (2024 Proxy) | Record Date (2025 Proxy) |
|---|---|---|
| Beneficially Owned Shares | 8,140; less than 1% | 8,496; less than 1% |
| Options Exercisable within 60 days | 5,998 (fully vested) | 5,998 (fully vested) |
| Unvested Restricted Stock | 464 shares | 356 shares |
| Other Holdings | 445 shares under a family trust | 445 shares under a family trust |
| Shares Outstanding Reference | 152,542,368 | 154,619,236 |
| Hedging/Pledging | Prohibited by policy | Prohibited by policy |
| Ownership Guidelines Compliance | Directors expected to hold value equal to lesser of 3x annual cash retainer (excl. committee fees) or 15,000 shares; compliant as of Record Date | Directors expected to hold value equal to lesser of 3x annual cash retainer (excl. committee fees) or 15,000 shares; compliant as of Record Date |
Governance Assessment
- Strengths: Independent; Audit Committee financial expert; active participation on Audit and Governance committees; >75% attendance; robust anti-hedging/anti-pledging; stock ownership guidelines and compliance; simple, time-based director equity without perf metrics or perqs; independent consultant (Aon) reviews director comp; overboarding compliance .
- Alignment: Annual time-based RS grants sized to market; cash fees reflect committee service; beneficial ownership includes fully vested options and current unvested RS; policy-driven stock ownership expectations .
- Watch items: External directorship at Fortive and venture affiliations—board independence review noted arm’s-length transactions with Fortive/Trimble; no related-party transactions >$120k since start of FY 2024; continue monitoring for potential interlocks or related-party exposure as business evolves .
- Shareholder signals: Prior say-on-pay (executive) approval ~93% in fiscal 2023, indicating broad support for compensation governance; director compensation increased annual equity from $175k to $200k for FY 2024 in line with peer trends .
RED FLAGS: None observed in disclosed materials—no hedging/pledging, no related-party transactions >$120k, no director perquisites, no performance equity for directors, overboarding compliant .