Sassine Ghazi
SYNOPSYSAbout Sassine Ghazi
Sassine Ghazi (age 54) is President, Chief Executive Officer, and a director of Synopsys (appointed CEO January 1, 2024; director since August 2023). He joined Synopsys in 1998, rising through applications engineering, sales leadership, GM of the Design Group, COO (Aug 2020–Jan 2024), and President (since Nov 2021). Prior to Synopsys, he was a design engineer at Intel. Education: B.B.A. (Lebanese American University), BSEE (Georgia Tech, 1993), MSEE (University of Tennessee, 1995) . Under his tenure as CEO and President, Synopsys delivered FY2024 record revenue of $6.1B (+~15% y/y), non-GAAP operating margin of 38.5%, ~$1.3B free cash flow, and backlog of $8.1B; PRSUs for the 2022 cycle paid at 187.5% (rTSR at 95th percentile vs S&P 500 IT) underscoring strong multi-year execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synopsys | President & CEO | Jan 2024–present | Leads silicon-to-systems strategy; sustained growth and margin expansion; integration planning for Ansys . |
| Synopsys | President (also COO until Jan 2024) | Nov 2021–Dec 2023 (Pres); Aug 2020–Dec 2023 (COO) | Drove EDA/IP strategy; operational execution; built leadership bench . |
| Synopsys | GM, Digital & Custom Products (Design Group) | 2019–2020 | Revenue growth and operating efficiency in largest business . |
| Synopsys | Applications engineering; sales leadership; strategic accounts | 1998–2019 | Customer relationships; technology portfolio advancement . |
| Intel | Design Engineer | Pre-1998 | Semiconductor design experience . |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None . |
| Other directorships/committee roles | Not disclosed. |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 593,750 | 802,788 |
| Target Annual Bonus (% of Salary) | — | — | 200% |
| Actual Annual Bonus Paid ($) | 2,000,000 | 1,938,000 | 2,688,000 |
Notes:
- FY2024 EIP design was formulaic with a potential payout at 101.75% of target based on achieved metrics; Compensation Committee exercised discretion to 147.89% avg group payout; Ghazi’s bonus was $2.688M .
Performance Compensation
Annual Equity Grants (FY2024)
| Grant Date | Instrument | Shares/Units | Exercise Price | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| 12/12/2023 | PRSUs (Annual) | Target 10,251 | — | 16,408,327 | 3-year performance (FY24–26) on revenue CAGR, rTSR modifier vs S&P 500 IT; cliff vest post-certification . |
| 12/12/2023 | RSUs (Annual) | 6,614 | — | 3,750,535 | Time-based; 25% yearly over 4 years . |
| 12/12/2023 | Stock Options (Annual) | 20,508 | 567.06 | 3,750,111 | 4-year; 25% at 1-year, remainder quarterly . |
Additional promotion award: $8,000,000 in PRSUs (100%) granted in connection with CEO appointment; same terms as FY2024 Annual PRSUs (3-year revenue CAGR + rTSR modifier) .
EIP Metrics and Outcomes (FY2024)
| Component | Target/Mechanics | Result |
|---|---|---|
| Threshold | 70% of non-GAAP op margin target (38.5%) must be achieved | Achieved (38.5% attained) |
| Corporate Financial Goals (60% revenue; 40% non-GAAP op margin) | Payout curve: 90% achievement→70%; 100%→100%; 105.5%→150% | Weighted avg 100.1% → 100% factor . |
| Revenue Growth Goal (FY2025 backlog) | 100%→100%; ≥105%→150%; <97%→85% | 98.7% → 92.5% factor . |
| Long-Term Revenue Growth Multiplier (FY2026 backlog) | ≥100%→110% multiplier | 115.1% → 110% . |
| Formulaic Potential Payout | Target × 100.0% × 92.5% × 110.0% = 101.75% | 101.75% calculated potential . |
| Actual Payout (Committee) | Discretion applied considering record results and strategic achievements | 147.89% average; Ghazi paid $2.688M . |
Prior PRSU Payout (FY2022 cycle)
| Cycle | Targets | Achieved | Payout |
|---|---|---|---|
| FY2022–2023 PRSUs | Revenue CAGR + rTSR vs S&P 500 IT | Rev CAGR 17.9% → 150%; rTSR 95th percentile → 125% | 187.5% payout (50% vested 12/12/23; 50% vested 12/8/24) . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date Feb 10, 2025) | 210,519 shares; <1% of outstanding; includes 139,172 options exercisable within 60 days . |
| Stock Ownership Guideline (CEO) | 25,000 shares; $4.4M minimum value; compliant as of Record Date . |
| Hedging/Pledging | Prohibited for all employees and directors under Insider Trading Policy . |
| Clawback | Compensation recovery policy compliant with Nasdaq/SEC; applies to cash and equity incentive comp . |
| Intrinsic Value of Unvested Awards (Change in Control, 11/1/2024 price) | RSU/PRSU: $33,381,331; Options: $2,779,355 . |
| Outstanding Awards Snapshot (11/2/2024) | Multiple option grants exercisable/unexercisable; unvested RSUs and unearned PRSUs as listed in proxy table . |
Vesting cadence likely creates settlement windows (Dec annual cycles), though ownership guidelines recommend retaining a fraction of net shares to meet/maintain guidelines, mitigating near-term selling pressure .
Employment Terms
| Scenario | Cash Severance | Bonus | Healthcare | Equity | Key Conditions |
|---|---|---|---|---|---|
| Involuntary termination (non-CoC) or good reason | 1.5× base salary (greater of current/prior FY) | Lump-sum based on actual results or target (if lower), payable on regular bonus timing | Lump-sum cash equal to 18 months premiums | Accelerated vesting equal to 12 months additional service (time-based equity); PRSU treatment per award terms | Release; restrictive covenants; potential part-time transition services up to 9 months if requested . |
| CoC + qualifying termination (90 days before–24 months after) | 2× base salary (greater of current/prior FY) | 2× target cash incentive; plus pro-rated current-year bonus | Lump-sum cash equal to 18 months premiums | Full acceleration of all outstanding equity awards; performance-based at target | Release; restrictive covenants; no tax gross-ups . |
| Change in control (awards not assumed) w/o termination | Acceleration of unvested equity only (no cash) | — | — | Vesting accelerates if awards not assumed/continued/substituted | Plan-level protections. |
Performance & Track Record
| Indicator | FY2024 (Company) | Additional Commentary |
|---|---|---|
| Revenue | $6.127B (~15% y/y) | Record year; silicon-to-systems momentum; Ansys acquisition planned . |
| Non-GAAP Operating Margin | 38.5% | Met target used in EIP . |
| Free Cash Flow | ~$1.3B | Operating cash flow ~$1.4B . |
| Backlog (RPO) | $8.1B (FY2024) | Q2 FY2025 backlog up $400M q/q to $8.1B . |
Q2 FY2025 (reported May 28, 2025): revenue +10% y/y; non-GAAP op margin 38%; non-GAAP EPS $3.67; reiterated FY2025 revenue and margin targets; acknowledged China headwinds and pending SAMR approval for Ansys, with active negotiations .
Board Governance
| Aspect | Detail |
|---|---|
| Board Service | Director since Aug 2023 . |
| Independence | Not independent (CEO); only non-employee directors are independent . |
| Committee Memberships | None; all committees composed of independent directors . |
| Leadership Structure | Executive Chair: Dr. Aart de Geus; Lead Independent Director: John G. Schwarz (effective post-2025 AGM) . |
| Separation of Chair/CEO | CEO is not Chair; Board maintains separation; Executive Chair supports strategy and transition . |
| Director Attendance | Board held 6 meetings in FY2024; all directors attended >75%; independent directors met in 4 executive sessions . |
| Employee Director Pay | Employees on Board receive no additional director compensation . |
Dual-role implications: While Ghazi is both CEO and director (non-independent), Synopsys mitigates concentration of power via an Executive Chair (not independent) and a robust Lead Independent Director role; all key committees remain fully independent .
Director/Executive Compensation Governance
- Compensation peer group used for FY2024 benchmarking included Akamai, Analog Devices, Autodesk, Cadence, CrowdStrike, Electronic Arts, Fortinet, Intuit, Keysight, KLA, Marvell, Microchip, NetApp, OpenText, Palo Alto Networks, ServiceNow, Splunk, Workday (Ansys removed) .
- Say-on-Pay support: approximately 93% approval for fiscal 2023 NEO compensation policies and procedures .
- Policies: no hedging/pledging; no golden parachute tax gross-ups; no SERPs; no repricing; compensation clawback policy in place; director and NEO stock ownership guidelines .
Equity Grant, Vesting, and Ownership Details (Selected)
| Category | Detail |
|---|---|
| Outstanding equity (11/2/2024) | Multiple option grants outstanding; unvested RSUs and unearned PRSUs per detailed table . |
| 2024 annual grant vesting | Options: 25% at 1-year, then quarterly to year 4; RSUs: 25% annually over 4 years; PRSUs: 3-year cliff post-certification (revenue CAGR + rTSR) . |
| 2022 PRSU payout timing | 50% vested on 12/12/2023; remaining 50% on 12/8/2024 . |
Compensation Structure Analysis
- Mix and performance linkage: Over 90% of CEO target direct comp is performance-based and/or at risk; equity split roughly 50% PRSUs, 25% options, 25% RSUs in annual program; plus a one-time $8M PRSU promotion grant that increases long-term at-risk exposure .
- Short-term incentives emphasize both current-year revenue and margin with backlog-based near- and long-term growth measures; 2024 formula delivered ~102% potential but Committee exercised discretion to 148% given record results and strategic milestones (Ansys deal) .
- No hedging or pledging and robust ownership requirements (25,000 shares or $4.4M) strengthen alignment; all NEOs in compliance .
- Change-of-control protections are double-trigger (2× salary + 2× target bonus + full equity acceleration at target), within market norms (no excise tax gross-ups) .
Employment & Contracts
- 2024 Employment Agreement (effective Jan 1, 2024) defines severance and CoC terms as above; severance requires release and adherence to restrictive covenants; non-compete specifics for CEO not separately disclosed (other executives’ CoC plan references an 18-month non-compete upon request) .
Investment Implications
- Alignment and retention: Heavy use of performance equity (PRSUs with revenue CAGR and rTSR) and sizable ownership requirements align Ghazi with multi-year value creation; significant unvested awards (including 2024 grants and promotion PRSUs) suggest manageable retention risk near term .
- Pay-for-performance: 2024 saw discretionary EIP uplift to 147.89% despite formulaic 101.75%, supported by record results and strategic steps; investors should monitor consistency of discretionary judgments over time relative to targets and guidance credibility .
- Governance safeguards: CEO also serves on the Board but not as Chair; independent Lead Director and fully independent committees mitigate independence concerns; no hedging/pledging, clawback in place, and no SERPs/gross-ups reduce governance risk .
- Event risk: CoC economics (2× cash; full equity acceleration at target) are standard; acceleration if awards are not assumed in a transaction provides additional protection but is not shareholder-unfriendly given double-trigger for cash; watch for integration outcomes of Ansys and China export headwinds communicated by management .