Robert Painter
SYNOPSYSAbout Robert G. Painter
Robert G. Painter (age 53) is an independent director of Synopsys (director since 2023) and currently serves as President, Chief Executive Officer, and a director of Trimble Inc. He previously served as Trimble’s Chief Financial Officer (2016–2019) and held multiple leadership roles after joining Trimble in 2006; earlier roles included positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Market, and Kraft Foods . He is independent under Nasdaq and Synopsys guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trimble Inc. | Chief Financial Officer | 2016–2019 | Finance leadership through growth and portfolio evolution |
| Trimble Inc. | Various leadership roles | Since 2006 | Strategy/M&A and operating roles prior to CFO/CEO |
| Cenveo; Rapt Inc.; Bain & Company; Whole Foods; Kraft | Leadership/consulting roles | — | Broad operating and strategy experience across sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trimble Inc. (public) | President & CEO; Director | CEO since Jan 2020; Director since 2020 | Public company CEO; brings global strategy, M&A, finance expertise |
Board Governance
- Current Synopsys committees and roles (effective upon conclusion of 2025 Annual Meeting): Chair, Compensation and Organizational Development Committee; Member, Corporate Governance and Nominating Committee .
- Independence: Independent director; Synopsys Board committees are fully independent .
- Attendance: Board held 6 meetings in FY24; committees held 9 (Audit), 6 (Compensation), 5 (Governance). Each director attended greater than 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors met in four executive sessions in FY24 .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $125,000 | Standard non-employee director retainer |
| Committee membership fee | $10,000 | Governance Committee member fee |
| Total cash (FY2024) | $135,000 | Consistent with director compensation table |
| Equity award (restricted stock) | $199,798 | 356 shares, grant-date price $561.23; time-based vesting to the meeting prior to next annual meeting |
| Total (cash + equity) | $334,798 | FY2024 director compensation total |
Additional program features: no performance-based equity for directors; no perquisites; robust ownership guidelines; hedging/pledging prohibited .
FY2025 outlook: No changes to non-employee director compensation .
Performance Compensation
| Performance Metric | Status |
|---|---|
| Director performance-based awards | Not applicable – directors receive time-based restricted stock; no performance equity or discretionary bonuses |
Other Directorships & Interlocks
| Company | Role | Interlock/Transaction Considerations |
|---|---|---|
| Trimble Inc. | CEO & Director | Synopsys disclosed commercial transactions in FY2024 with multiple companies, including Trimble; all reviewed as arm’s-length, ordinary course; not deemed related-party transactions under SEC rules . |
Overboarding: Synopsys policy limits executives of public companies to two public boards including Synopsys; Painter holds two (Trimble, Synopsys) and is in compliance .
Expertise & Qualifications
- Global business strategy, M&A, and finance leadership; public company CEO experience .
- Brings operating rigor and technology-sector perspective from EDA-adjacent and software/hardware ecosystems .
Equity Ownership
| Date (Reference) | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Record Date (Feb 10, 2025) | 1,450 | <1% | Includes 903 unvested restricted shares; per Security Ownership table . |
| Apr 10, 2024 (Form 4) | +356 (award) | — | Director annual award; post-transaction ownership reported at 1,450 shares . |
| Apr 10, 2025 (Form 4) | +491 (award) | — | Director annual award; post-transaction ownership reported at 1,941 shares . |
| Sep 11, 2025 (Form 4) | +350 (open market purchase at $425.44) | — | Post-transaction ownership 2,291 shares; positive alignment signal . |
Ownership alignment:
- Stock ownership guidelines: Non-employee directors must hold the lesser of 3× annual cash retainer or 15,000 shares, within three years; all non-employee directors (including Painter) were compliant as of the Record Date .
- Hedging/pledging prohibited under Insider Trading Policy .
Related Party & Conflict Review
- Synopsys’ Board reviewed FY2024 commercial transactions with multiple companies, including Trimble; directors or their immediate family members had relationships with these companies, but transactions were deemed arm’s-length, ordinary course, with no direct involvement by the directors; not considered related-party transactions under Item 404 .
- Audit Committee policy requires review/approval of any related-person transactions; none >$120,000 involving directors/officers were reported in FY2024 (other than compensation) .
Compensation Committee Analysis (relevance as incoming Chair)
- FY2024 Compensation Committee members: Schwarz (Chair), Casper, Chaffin, Chizen; effective after the 2025 Annual Meeting, Painter becomes Chair; Schwarz remains a member .
- Use of independent consultant: Aon retained directly by the Committee; independence assessed with no conflicts; services included peer selection, market data, plan design reviews, risk assessment, and disclosure support .
- Say-on-Pay support: Approximately 93% of voted shares approved NEO compensation in the most recent vote, indicating strong shareholder support for compensation practices .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-09-15 | 2025-09-11 | Open market purchase | 350 | $425.4397 | 2,291 | |
| 2025-04-14 | 2025-04-10 | Director equity award (RS) | 491 | $0 | 1,941 | |
| 2024-04-12 | 2024-04-10 | Director equity award (RS) | 356 | $0 | 1,450 |
Governance Assessment
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Strengths
- Independent director with current public-company CEO experience; will Chair the Compensation Committee, bringing operator perspective to pay-for-performance oversight .
- Strong shareholder-alignment policies: ownership guidelines (compliant), no hedging/pledging, no director performance equity/perks; high Say-on-Pay support .
- Positive skin-in-the-game signal via open-market purchase in Sept 2025 .
-
Watch items / potential risks
- Dual demands as active CEO of Trimble; however, Synopsys overboarding policy allows two boards for sitting executives and he is in compliance .
- Commercial interactions between Synopsys and Trimble were reviewed and not deemed related-party; nonetheless, continue monitoring for potential conflicts given his executive role and committee leadership .
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Overall view
- Painter enhances board effectiveness with operational, M&A, and finance expertise, and his upcoming role as Compensation Committee Chair aligns with strong governance practices (independent consultant, robust clawback and anti-hedging policies) .