Mercedes Johnson
SYNOPSYSAbout Mercedes Johnson
Mercedes Johnson (age 70) is an independent director of Synopsys, Inc. (SNPS) and has served on the Board since February 2017; she chairs the Audit Committee and is designated an audit committee financial expert by the Board . She brings CFO-level operating experience in semiconductors and capital equipment, including prior roles as CFO at Avago Technologies (now Broadcom) and Lam Research, and interim CFO at Intersil, adding deep financial oversight and semiconductor industry expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avago Technologies (now Broadcom Inc.) | Chief Financial Officer | 2005–2008 | Public company CFO experience; semiconductor financial leadership |
| Lam Research Corporation | SVP, Finance & Chief Financial Officer | 1997–2004 | Capital equipment finance and controls |
| Intersil Corporation | Interim Chief Financial Officer | Apr 2013–Sep 2013 | Transition CFO; financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Analog Devices, Inc. | Director | Since Aug 2021 | Current public company directorship |
| Teradyne, Inc. | Director | Since Jul 2014 | Current public company directorship |
| Maxim Integrated Products, Inc. | Director (former) | Not disclosed | Former public company board service |
| Millicom International Cellular S.A. | Director (former) | Not disclosed | Former public company board service |
| Storage Technology Corp.; Intersil Corp.; Micron Technology, Inc.; Juniper Networks, Inc. | Director (former) | Not disclosed | Additional prior public board experience |
Board Governance
- Independence and financial expertise
- Johnson is independent under Nasdaq and the Company’s guidelines; all standing committees are fully independent . She chairs the Audit Committee and is one of the Board’s designated “audit committee financial experts” .
- Committee assignments (FY24; and post-ASM configuration)
- FY24: Audit Committee Chair; Audit held 9 meetings; Compensation Committee held 6; Governance Committee held 5 .
- Post-2025 Annual Meeting (assuming election): Audit Committee Chair; remains sole committee assignment .
- Attendance and engagement
- The Board held 6 meetings in FY24; each director attended >75% of applicable Board and committee meetings; independent directors met in 4 executive sessions in FY24 .
- Board refreshment/size
- Board will be reduced to 9 members post-ASM; Johnson is nominated for re‑election among nine nominees .
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $125,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer (cash) | $40,000 | Committee chair fee; Johnson as Audit Chair |
| Total Cash Fees (FY2024) | $165,000 | Disclosed as “Fees Earned or Paid in Cash” |
| Meeting fees | None disclosed | Program emphasizes retainers over per‑meeting fees |
| FY2025 program changes | No changes | No changes to non-employee director compensation for FY2025 |
Performance Compensation (Non‑Employee Director – FY2024)
| Instrument | Grant detail | Fair Value | Vesting | Change-of-control treatment |
|---|---|---|---|---|
| Restricted Stock (annual award) | 356 shares | $199,798 (356 × $561.23) | Vests the day immediately preceding the first annual meeting following grant, subject to continued service | Unvested awards generally accelerate unless assumed by the successor; directors received restricted stock for FY2024 |
| Stock options | None granted in FY2024 | — | — | — |
- Director compensation design emphasizes equity alignment: cash + full‑value equity; no performance‑based director equity awards, no perquisites; robust stock ownership guidelines; policies prohibit hedging and pledging by directors .
Other Directorships & Interlocks
| Company | Relationship to Johnson | Potential interlock with Synopsys | Independence/Related‑party treatment |
|---|---|---|---|
| Analog Devices, Inc. | Current director | Synopsys disclosed commercial transactions with Analog Devices in FY2024 | Board reviewed transactions across named companies; deemed arm’s‑length, ordinary course, not related‑party transactions requiring SEC disclosure |
| Teradyne, Inc. | Current director | Synopsys disclosed commercial transactions with Teradyne in FY2024 | Same as above: arm’s‑length, ordinary course; not related‑party transactions |
- Overboarding policy: Independent directors may serve on up to four public company boards. Johnson holds three, within policy; all nominees compliant as of the record date .
Expertise & Qualifications
- CFO and finance leadership in semiconductors and equipment (Broadcom/Avago, Lam Research; interim CFO at Intersil), supporting her Audit Chair role and financial expert designation .
- Semiconductor and information technology domain experience; international oversight from multi‑billion‑dollar technology boards .
- Audit Committee scope includes financial reporting integrity, internal controls, internal audit oversight, and related‑person transaction review—areas aligned with her skill set .
Equity Ownership
| Holder | Total beneficial ownership | % Outstanding | Composition/Notes |
|---|---|---|---|
| Mercedes Johnson | 1,899 shares | <1% | Includes 356 unvested restricted shares; 1,543 shares held under a trust |
| Shares outstanding (for % calc context) | 154,619,236 | — | Shares outstanding as of record date (used for % determinations in table) |
- Director equity/ownership alignment
- Non‑employee directors are expected to hold the lesser of 3× annual cash retainer or 15,000 shares within 3 years; as of the record date, all non‑employee directors and NEOs were compliant with guidelines .
- Company policies prohibit hedging and pledging by directors, reinforcing alignment and risk controls .
Governance Assessment
- Strengths for investor confidence
- Independent Audit Committee chaired by an audit committee financial expert with CFO background; committee met 9x in FY24, evidencing active oversight .
- Full Board/committee independence; executive sessions held 4x; all directors exceeded the 75% attendance threshold; board structure includes a Lead Independent Director and defined executive chair/lead independent responsibilities .
- Director pay structure is plain‑vanilla (cash retainer + time‑based RS), no perquisites, no performance‑based director equity, and anti‑hedging/pledging policies; FY2025 director pay unchanged, limiting inflationary creep .
- Stock ownership guidelines in place and in compliance, supporting long‑term alignment .
- Potential risk indicators and mitigants
- Interlocks: Synopsys had ordinary‑course transactions with companies where some directors (including Johnson’s boards ADI and Teradyne) have relationships; the Board reviewed these and found them arm’s‑length and not “related party” under SEC rules, mitigating conflict concerns .
- Overboarding: Within the company’s limits (Johnson at 3 boards vs. cap of 4), reducing overextension risk .
Overall, Johnson’s profile (CFO pedigree + Audit Chair + financial expert) and Synopsys’ director pay/ownership and independence controls support board effectiveness and investor alignment, with disclosed interlocks reviewed under robust related‑party and independence processes .