John Schwarz
SYNOPSYSAbout John G. Schwarz
John G. Schwarz, age 74, has served on Synopsys’ Board since 2007 and will become Lead Independent Director upon conclusion of the 2025 Annual Meeting; he is currently independent and a member of the Compensation Committee, having chaired it in fiscal 2024 . Schwarz’s background spans CEO roles at Business Objects and Visier, executive board service at SAP, senior leadership at Symantec, Reciprocal, and 25 years at IBM, bringing deep software, cybersecurity, and AI analytics expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Business Objects S.A. | Chief Executive Officer | 2005–2008 | Led company through sale to SAP; continued as CEO of SAP’s Business Objects unit through 2010 |
| SAP AG | Executive Board Member | 2008–2010 | Oversaw Business Objects within SAP; enterprise software governance experience |
| Visier, Inc. | Co-founder; CEO; Chairman | CEO 2010–2020; Chairman current | AI analytics leadership; current board chair |
| Symantec (now Gen Digital) | President & COO | Not specified | Cybersecurity operations and governance |
| Reciprocal Inc. | President & CEO | Not specified | Software operations experience |
| IBM | General Manager, Industry Solutions Unit | ~25 years at IBM | Global management and industry solutions experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teradata Corporation | Director | Since Sept 2010 | Current public company directorship |
| Avast PLC | Director; Chairman | 2011–2022; Chairman 2014–2022 | Role ended Sept 2022 post merger with NortonLifeLock (Gen Digital) |
| Mambu BD (Netherlands) | Chairman of the Board | Since Apr 2024 | Finance software technology company (private) |
| Visier, Inc. | Chairman | Current | Private AI analytics firm; co-founder and former CEO |
Board Governance
- Independence: Schwarz is independent under Synopsys guidelines, SEC, and Nasdaq standards .
- Committee assignments:
- Fiscal 2024: Compensation Committee chair (6 meetings held) .
- Post-Annual Meeting (assuming all nominees elected): Lead Independent Director; member of Compensation Committee (chair rotates to Robert Painter) .
- Lead Independent Director transition and duties: Effective at conclusion of the 2025 Annual Meeting, Schwarz becomes Lead Independent Director; LID responsibilities include presiding over executive sessions of independents, liaising with the CEO, agenda setting with the Executive Chair and CEO, and participating in CEO evaluation .
- Board meeting attendance: The Board met six times in fiscal 2024; each director attended >75% of Board and applicable committee meetings . Independent directors held four executive sessions without management .
| Committee (FY2024) | Role | Meetings Held | Post-Meeting Role |
|---|---|---|---|
| Compensation & Organizational Development | Chair | 6 | Member (chair to Robert Painter) |
| Board (overall) | Director | 6 | Director; Lead Independent Director |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $125,000 | Paid quarterly in advance |
| Committee chair fee (cash) | $25,000 | Compensation Committee chair in FY2024 |
| Total cash fees FY2024 | $150,000 | Schwarz’s “Fees Earned or Paid in Cash” |
| Annual equity grant (restricted stock) | 356 shares | $199,798 fair value; priced at $561.23 on grant date; one-year vest before next annual meeting |
| Performance-based equity for directors | None | Directors receive time-based restricted stock; no performance equity or perquisites |
Performance Compensation
- Directors do not receive performance-conditioned awards; annual director equity is full-value, time-based restricted stock with no dividends on unvested shares and no performance metrics .
Other Directorships & Interlocks
- Current public company boards: Teradata (since 2010) . Former public: Avast PLC (2011–2022; Chairman 2014–2022) .
- Private boards: Visier (Chairman), Mambu BD (Chairman since Apr 2024) .
- Transactions review: Board assessed FY2024 ordinary-course commercial transactions with various companies (including Visier, Inc.) and found none to be related-party transactions requiring disclosure; directors/family had no direct involvement .
Expertise & Qualifications
- Executive leadership in global software and analytics; cybersecurity experience via Symantec and Avast; AI analytics via Visier; public board experience; international operations .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Record Date: Feb 10, 2025) | 12,296 shares | Less than 1% of outstanding; includes 356 unvested restricted shares |
| Ownership guidelines (directors) | Lesser of 3× cash retainer ($375,000) or 15,000 shares | Compliance confirmed for all non-employee directors as of Record Date |
| Anti-hedging/pledging policy | Prohibited | Applies to directors and employees |
Insider Form 4 activity (recent awards):
- 2023-04-12: Award of 464 common shares; post-transaction ownership 11,940 shares .
- 2024-04-10: Award of 356 common shares; post-transaction ownership 12,296 shares .
- 2025-04-10: Award of 491 common shares; post-transaction ownership 12,787 shares .
Governance Assessment
- Board effectiveness: Schwarz’s elevation to Lead Independent Director strengthens independent oversight and executive session leadership; he brings deep compensation governance experience from chairing the Compensation Committee in FY2024 .
- Alignment and incentives: Director pay mix emphasizes equity (time-based restricted stock) and cash retainers; no director performance equity, hedging, or pledging; ownership guidelines and clawback policies are in place, with all directors in compliance as of the Record Date .
- Compensation committee signals: The committee used discretion to raise FY2024 EIP payouts for NEOs to 147.89% of target vs. formulaic 101.75%, citing record results and strategic execution—indicates an active, judgment-based approach under Schwarz’s FY2024 chairmanship .
- Conflicts and related parties: Transactions with entities associated with certain directors (including Visier) were reviewed and deemed arm’s-length, ordinary-course, and not related-party under SEC rules; overboarding policy compliance confirmed (Schwarz holds two public company directorships vs. limit of four) .
- Shareholder sentiment: Prior say-on-pay received ~93% approval, suggesting broad support for compensation governance framework overseen by the committee (contextual indicator) .
- Red flags: No golden parachute tax gross-ups; no repricing/cash-out of underwater options; prohibition on dividends on unvested equity and pledging; no related-party transactions disclosed—overall low conflict risk profile .