Ravi Vijayaraghavan
SYNOPSYSAbout Ravi Vijayaraghavan
Ravi Vijayaraghavan is a non-employee director of Synopsys appointed effective July 17, 2025 in connection with Synopsys’ acquisition of Ansys; he was not initially assigned to a committee, and was subsequently appointed to the Corporate Governance & Nominating Committee on September 17, 2025 . He is a senior partner at Bain & Company (since 2008; at Bain since 1995), formerly Director and Head of Bain’s Asia-Pacific Technology Practice (2019–2024), with deep M&A and private equity expertise; he served as an independent director of Ansys from 2020 until Synopsys closed the acquisition (age 60 in 2025) . Education not disclosed in the cited filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Senior Partner; Director & Head, APAC Technology Practice | Senior Partner since 2008; Head APAC Tech 2019–2024 | Member, Global Partner Compensation & Promotion Committee (2015–2020); leader in M&A and Private Equity practices |
| Ansys, Inc. | Independent Director | 2020–2025 | Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee; Member, Strategic Partnerships & Transactions Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WGBH (Boston public broadcaster) | Board of Overseers (prior service) | Not specified | Governance/community oversight (as disclosed in biography) |
| Singapore Land Authority | Board member (prior service) | Not specified | Public sector governance (as disclosed in biography) |
| Ansys, Inc. (public until acquired by Synopsys) | Independent Director | 2020–2025 | Chair of Nominating & Corporate Governance; Compensation; Strategic Partnerships & Transactions |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee (appointed September 17, 2025) . The Governance Committee is composed entirely of independent directors under Synopsys’ guidelines and Nasdaq standards .
- Chair roles: None at Synopsys as of latest disclosures (committee membership only) .
- Independence: He is a non-employee director participating in Synopsys’ non-employee director program; Governance Committee membership is limited to independent directors per company policy .
- Tenure at Synopsys: Appointed July 17, 2025 as part of the Ansys acquisition closing .
- Executive sessions: Independent directors held four executive sessions in fiscal 2024; all standing committees consist solely of independent directors .
- Risk oversight linkage: The Governance Committee oversees corporate governance, ESG and cybersecurity risk, meeting with the CISO on IT/data security .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $125,000 | Paid in advance quarterly; prorated in first year for mid-year appointees |
| Governance Committee Member Fee | $10,000 | Additional annual retainer for committee members (non-chair) |
| Governance Committee Chair Fee | $25,000 | For reference (Vijayaraghavan is not chair at Synopsys) |
| Meeting Fees | None disclosed | Company reimburses reasonable travel expenses; no perquisites |
Director compensation is reviewed by the Compensation Committee with independent consultant Aon; emphasis on cash plus full-value equity awards; no performance-based equity awards or perquisites; robust stock ownership guidelines and prohibitions on hedging and pledging .
Performance Compensation
| Award Type | Grant Value | Vesting | Plan Constraints/Notes |
|---|---|---|---|
| Initial Restricted Stock Award | $350,000 | Vests in equal installments on the date immediately preceding each of the first three annual meetings following grant, subject to continued service | Made under 2017 Directors Plan; annual director equity awards capped at $500,000; initial awards capped at $750,000 |
| Interim Restricted Stock Award (pro-rated portion of annual award) | Pro-rated portion of $200,000 | Vests on the date immediately preceding the first annual meeting following grant, subject to continued service | Applicable when appointed less than ~11 months after prior annual meeting |
- No options or performance-based equity are granted to non-employee directors; equity is time-vested to align with shareholder interests .
- Policies prohibiting hedging and pledging by directors strengthen alignment .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Company Boards (besides Synopsys) | None disclosed in latest ANSYS biography prior to acquisition; Ansys became non-public post-close |
| Prior Public Company Boards | Ansys, Inc. (Independent Director, 2020–2025) |
| Potential interlocks/conflicts | Synopsys’ Audit Committee must review related-person transactions; company disclosed no related-party transactions >$120,000 involving directors/officers in fiscal 2024 |
Synopsys overboarding policy allows independent directors up to four public boards; Vijayaraghavan’s disclosed public board count (besides Synopsys) is zero, well within policy limits .
Expertise & Qualifications
- Strategic and M&A leadership: Senior partner at Bain; leader in APAC tech, with expertise in M&A and Private Equity; led global relationships in technology and telecommunications across NA, Europe, and Asia .
- Governance experience: Chair of Ansys Nominating & Corporate Governance Committee prior to acquisition; now serves on Synopsys Governance Committee .
- Sector breadth: Experience across software, hardware, semiconductors, and services; prior public sector/non-profit board roles (Singapore Land Authority; WGBH) .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership filing | Form 3 filed July 24, 2025 upon joining Synopsys board (reporting person: Ravi Vijayaraghavan) |
| Basis from Ansys conversion | At acquisition close, each Ansys share converted into 0.3399 Synopsys share plus $199.91 cash (subject to certain exceptions) |
| Director equity awards | Eligible for initial $350,000 RS award and an interim pro-rated $200,000 RS award per Synopsys non-employee director program; time-based vesting tied to annual meetings |
| Ownership policies | Robust stock ownership guidelines; hedging and pledging prohibited for directors |
Note: The Form 3 in the cited excerpt describes the merger exchange ratio but does not disclose the exact number of Synopsys shares beneficially owned by Mr. Vijayaraghavan; subsequent Form 4 transactions were not identified in the reviewed documents .
Governance Assessment
- Alignment and independence: Non-employee director with Governance Committee membership (independent-only composition), strong governance pedigree from chairing Ansys’ Nominating & Governance Committee; no related-party transactions disclosed involving him; hedging/pledging prohibited .
- Incentive structure: Director pay mix emphasizes time-vested full-value equity plus a market-aligned cash retainer; no performance-based equity or perquisites; stockholder-approved caps on director equity awards support pay discipline .
- Workload and overboarding: Within Synopsys’ overboarding limits; no other current public directorships disclosed beyond Synopsys .
- Risk indicators and red flags: None observed in filings—no related-party transactions >$120,000; no option repricings; robust governance practices and committee structures; Governance Committee oversight includes cybersecurity .
RED FLAGS: None identified in Synopsys or Ansys filings reviewed relating specifically to Mr. Vijayaraghavan (no attendance concerns disclosed; no compensation anomalies; no related-party exposure reported) .