Luis Borgen
SYNOPSYSAbout Luis Borgen
Independent director at Synopsys since 2022; age 54. Former CFO at multiple public and private companies and U.S. Air Force Captain. Serves on Synopsys’ Audit Committee and is designated an “audit committee financial expert.” Current public company directorships: Carter’s, Inc. and Eastern Bankshares, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| athenahealth, Inc. | Chief Financial Officer | Sep 2019–Apr 2022 | Senior finance leadership at health-tech; multi-year CFO experience |
| VistaPrint | Chief Financial Officer | 2017–2019 | Global finance oversight |
| DAVIDsTEA Inc. | Chief Financial Officer | 2012–2017 | Retail finance transformation |
| DaVita Inc. | Chief Financial Officer | 2010–2012 | Managed finance in healthcare services |
| Staples Inc. | Senior VP, Finance and other finance roles | Not disclosed | Large multinational finance roles |
| U.S. Air Force | Captain | Not disclosed | Leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carter’s, Inc. | Director | Since 2021 | Public company board experience |
| Eastern Bankshares, Inc. | Director | Since 2016 | Public company board experience |
Board Governance
- Committee assignments: Audit Committee member; qualifies as an “audit committee financial expert.” Audit Committee met nine times in FY2024. Borgen remains an Audit Committee member post-2025 annual meeting; Mercedes Johnson chairs; Sargent also member.
- Independence: Board determined Borgen and all non-employee nominees are independent under Nasdaq standards and Synopsys guidelines.
- Attendance: Board held six meetings in FY2024; each director attended >75% of Board and applicable committee meetings. Independent directors held four executive sessions in FY2024.
- Lead independent director: John G. Schwarz to serve as Lead Independent Director after the 2025 annual meeting.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $125,000 | Standard non-employee director retainer |
| Audit Committee membership fee (cash) | $15,000 | Per non-chair Audit Committee member |
| Total cash fees FY2024 (Borgen) | $140,000 | Board + Audit Committee membership |
| Equity award FY2024 | $199,798 | 356 restricted shares; grant-date price $561.23; vests before next annual meeting |
| Options outstanding (FY2024 year-end) | 3,397 | 2,265 vested; 1,132 unvested |
- FY2025 director compensation unchanged from FY2024 (no increases).
- No perquisites; stockholder-approved limits on non-employee director pay; hedging and pledging prohibited.
Performance Compensation
| Performance-based element | Status | Metrics |
|---|---|---|
| Performance-based equity for directors | None | Synopsys does not grant performance-based equity to non-employee directors |
Other Directorships & Interlocks
| Company | Potential Interlock/Transaction | Board Determination |
|---|---|---|
| Carter’s, Inc.; Eastern Bankshares, Inc. | Not listed among companies with reviewed transactions in FY2024 independence check | Board deemed all reviewed transactions arm’s-length; no related-party transactions requiring SEC Item 404 disclosure; Borgen independent |
Expertise & Qualifications
- 25+ years senior finance experience across tech, healthcare, retail; multi-company CFO.
- Audit committee financial expert; deep financial reporting, controls, and oversight skills.
- Public company governance experience at Carter’s and Eastern Bankshares.
- Military leadership background (U.S. Air Force Captain).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition Notes |
|---|---|---|---|
| Luis Borgen | 4,739 | <1% | Includes 3,397 options exercisable within 60 days and 356 unvested restricted shares |
| Ownership guideline for directors | Lesser of 3x annual cash retainer or 15,000 shares | Compliance status | All directors compliant as of record date |
- Insider transactions (recent):
- 2025-04-10 Form 4: Stock award grant (491 shares).
- 2024-04-10 Form 4: Stock award grant (356 shares).
- 2022-05-23 Form 4: Option grant (3,397 at $306.98) and stock award (522).
Governance Assessment
-
Strengths
- Independence, attendance, and active Audit Committee oversight; designated financial expert.
- Compensation structure aligns with shareholders: modest cash, full-value time-based equity; no performance-based grants that could bias oversight; hedging/pledging prohibited.
- Ownership guidelines; director compliance supports skin-in-the-game without excessive risk.
- No related-party transactions; Board’s independence review robust across counterparties.
-
Watch items
- Multiple external boards (Carter’s, Eastern Bankshares): currently compliant with Synopsys overboarding policy (limit 4 for independent directors). Monitor time commitments amid Synopsys’ ANSYS integration.
- Option holdings plus annual stock grants create alignment but are time-based; ensure continued independence in audit oversight.
-
Signals for investor confidence
- Strong audit oversight cadence (9 meetings), financial expertise designation, and clear prohibition of pledging/hedging reduce governance risk.
- Company-level say-on-pay support (~93% prior year) and use of independent comp consultant (Aon) reflect responsive governance culture, though Borgen is not on the comp committee.
Overall, Borgen’s profile—multi-CFO background, audit financial expert status, clean related-party posture, and compliant ownership—supports board effectiveness in financial oversight and risk management.