Shelagh Glaser
SYNOPSYSAbout Shelagh Glaser
Shelagh Glaser is Chief Financial Officer of Synopsys, appointed effective December 2, 2022, after serving as CFO of Zendesk and holding senior finance leadership roles over nearly three decades at Intel; she holds a B.A. in Economics (University of Michigan) and an MBA in Finance (Carnegie Mellon) and was 58 at the time of appointment . During her tenure, Synopsys delivered fiscal 2024 revenue of $6.127B and non-GAAP operating margin of 38.5%, meeting or exceeding EIP targets, with the CFO’s cash incentive increased to reflect contributions and leadership of the finance function . She participates in Synopsys’ severance and change-of-control plans, is subject to robust anti-hedging/pledging and clawback policies, and is compliant with stock ownership guidelines designed to align incentives with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zendesk, Inc. | Chief Financial Officer | May 2021 – Nov 2022 | Led finance for SaaS company; prepared for scaling and public-company execution . |
| Intel Corporation | Corporate VP, CFO & COO, Data Platform Group | Jul 2019 – May 2021 | Oversaw finance/operations in data platforms; drove profitability and operational scale . |
| Intel Corporation | CFO, Client Computing Group | Dec 2013 – Jul 2019 | Managed finances for PC client segment; supported product and margin objectives . |
| Intel Corporation | Senior finance roles | Jul 1992 – May 2021 | Broad finance leadership across business units over ~29 years . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PubMatic, Inc. | Director | Since Jun 2022 | Public-company board experience in digital advertising . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Cash Incentive Paid ($) |
|---|---|---|---|
| 2023 | 544,615 | 100% (pro-rated for start mid-year) | 794,000 |
| 2024 | 600,000 | 100% | 900,000 (increased vs formulaic result to reflect contributions) |
Performance Compensation
Executive Incentive Plan (EIP) – Metrics, Targets, Actuals, Payout
| Metric | Weighting | Target | Actual | Payout/Factor |
|---|---|---|---|---|
| Fiscal 2024 Revenue | 60% | $6.118B | $6.127B | Corporate Financial Achievement Factor 100.0% (weighted avg 100.1%) |
| Fiscal 2024 Non-GAAP Operating Margin | 40% | 38.5% | 38.5% | Threshold achieved; enables up to 225% of target if other goals met |
| Fiscal 2025 Revenue Backlog | N/A (growth goal) | Confidential target | 98.7% of target | Growth Achievement Factor applied per matrix |
| Fiscal 2026 Revenue Backlog | N/A (long-term growth) | Confidential target | 115.1% of target | Long-Term revenue growth met; contributes to payout |
| Fiscal 2023 Revenue | 60% | $5.840B | $5.843B | Included in 2023 139.9% formulaic result |
| Fiscal 2023 Non-GAAP Operating Margin | 40% | 34.2% | 35.1% | Threshold achieved; contributes to payout |
| 2023 Organizational Goals (DEI, retention, engagement) | Factor | Various | See proxy table | Included; formulaic result 139.9% of target for NEOs |
Quote on payout decisions:
- 2024 calculated potential for Glaser was 101.75% of target ($610,500) vs actual $900,000, increased to reflect contributions and leadership of finance .
- 2023 calculated potential for Glaser was 139.9% of target ($765,403) vs actual $794,000, increased for competitiveness and performance .
Annual Equity Grants – Counts, Vesting, Fair Value
| Fiscal Year | Grant Type | Grant Date | Shares/Units | Vesting | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024 | PRSUs | 12/12/2023 | Target 5,291; Max 9,921 | 3-year performance period; PRSU program per proxy | — | 3,176,134 |
| 2024 | Stock Options | 12/12/2023 | 8,203 | 25% at 1-year, then 3/48ths quarterly | 567.06 | 1,500,008 |
| 2024 | RSUs | 12/12/2023 | 2,646 | 4 equal annual installments | — | 1,500,441 |
| 2023 | Stock Options | 02/17/2023 | 9,538 | 25% at 1-year, then 3/48ths quarterly; fully vested by 02/17/2027 | — | Included in 2023 equity awards; counts shown |
| 2023 | RSUs | 03/15/2023 (vesting start) | 3,174 | 4 equal annual installments from 03/15/2024 to 03/15/2027 | — | Included in 2023 equity awards; counts shown |
| 2023 | PRSUs | 2023 annual program | 6,348 | 3-year performance period | — | Included in 2023 equity awards; counts shown |
New Hire Equity and Relocation (Dec 2022)
| Element | Detail | Vesting/Terms | Fair Value ($) |
|---|---|---|---|
| Non-qualified stock option | New hire NQSO | 4-year vest (25% at 1-year; then 3/48ths quarterly) | 2,500,000 |
| PRSU award | 2022 PRSU program | Subject to 2022-2023 CAGR goal and rTSR modifier; specific earn/vest described in proxy | 2,500,000 |
| RSU award | Time-based RSUs | 4 equal annual installments | 5,000,000 |
| RSU (in lieu of cash sign-on) | Special RSU | Vested in full on June 15, 2023 | 2,000,000 |
| Relocation payment | Relocation assistance | $1,150,000; subject to repayment if resigns within 2 years, terminated for cause, or fails to relocate by 08/16/2023 | 1,150,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date – 2024 proxy) | 17,384 shares; includes 8,916 options exercisable within 60 days; <1% of outstanding shares . |
| Stock ownership guidelines | Required to hold at least 6,500 shares (or minimum value $1,100,000) within four years of appointment; compliance status: each NEO compliant as of Record Date . |
| Anti-hedging/anti-pledging | Prohibits short sales, derivatives, hedging, holding shares in margin accounts or pledging as collateral; Insider Trading Policy filed with 2024 10-K . |
| Retention of shares on vest/exercise | Guidelines recommend retaining 25% of net shares acquired upon vest/exercise until guideline met . |
Employment Terms
| Category | Key Provisions |
|---|---|
| Start date and role | Appointed CFO effective December 2, 2022; offer letter executed November 23, 2022 . |
| Base pay and cash incentive | Initial base salary $600,000; EIP target 100% of base (pro-rated in FY23); FY24 target 100% . |
| Severance (outside change-of-control) | Executive Severance Benefit & Transition Plan: 1x base salary + 12 months COBRA; 6 months vesting acceleration of time-based equity; pro-rated EIP payout for terminations in Q3/Q4 based on actual or target; conditions include up to 9 months part-time employment at company’s request and non-compete/non-solicit . Illustrative amounts at FY23 YE: salary-based $600,000; cash-based incentive $600,000; health $25,351; intrinsic value of unvested RSUs $3,645,032; options $955,350 . |
| Change-of-control (double trigger) | Executive Change of Control Severance Benefit Plan: if termination without cause within 30 days before or 12 months after CoC, or constructive termination within 12 months after CoC: (1) 1x salary (paid quarterly), (2) 1–2x target cash incentive (timing-dependent; paid quarterly), (3) 12 months health premiums lump-sum, (4) full acceleration of all unvested equity (performance awards vest at target); requires severance agreement and an 18-month non-compete upon request; excludes terminations for cause, death/disability, or voluntary without good reason . Illustrative FY24 CoC amounts: salary $600,000; cash incentive $1,200,000; health $28,052; intrinsic value of unvested RSUs $17,712,173; options $2,978,189 . |
| Clawback | As required by Nasdaq and SEC rules, mandatory clawback of incentive compensation for executive officers upon restatement; prior compensation recovery policy also allowed reimbursement of pay based on restated results . |
| Indemnification | Standard indemnification agreement entered upon appointment . |
| Ownership guidelines | 6,500 shares or $1,100,000 minimum value within four years; ongoing maintenance required . |
Compensation Structure Analysis
- Cash vs equity mix shifted materially from FY23 to FY24 as FY23 included one-time new hire equity grants ($12M aggregate grant-date value), whereas FY24 reflects normalized annual grants ($4.676M stock awards; $1.500M options) .
- Equity program blends stock options (4-year vest), time-based RSUs (4 annual installments), and 3-year PRSUs tied to revenue growth and rTSR modifiers, reinforcing long-term alignment and multi-year performance focus .
- EIP design emphasizes profitability and revenue growth with caps and matrices, reducing “all-or-nothing” risk; FY24 payout decisions raised CFO’s bonus above formulaic amounts to recognize contributions and leadership, signaling strong execution confidence .
- Policies bar hedging/pledging and enforce stock ownership guidelines, mitigating misalignment risk and forced selling due to margin calls; clawback policy enhances governance discipline .
Equity Vesting and Potential Selling Pressure
- Time-based RSUs generally vest annually over four years; FY23 annual RSUs begin vesting on March 15, 2024, suggesting annual vesting anniversaries that can create predictable liquidity windows around mid-March in subsequent years .
- Options vest 25% at the 1-year anniversary and 3/48ths thereafter; for FY23 grants, full vesting completes 02/17/2027, implying quarterly incremental vesting that may lead to smaller but regular liquidity events if exercises/sales occur .
- New-hire RSU in lieu of sign-on vested fully on June 15, 2023, a past one-time event .
Equity Ownership & Alignment – Quantitative Detail
| Item | Value |
|---|---|
| Shares beneficially owned | 17,384 (incl. 8,916 options exercisable within 60 days) |
| % of outstanding | <1% |
| Ownership guideline requirement | 6,500 shares (or minimum value $1,100,000) within 4 years of start; compliant as of Record Date |
Compensation & Grants – Multi-Year Summary
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 544,615 | 13,327,205 | 3,625,061 | 794,000 | 1,154,500 (incl. $1,150,000 relocation) | 19,445,381 |
| 2024 | 600,000 | 4,676,575 | 1,500,008 | 900,000 | 5,050 | 7,681,633 |
Employment & Contracts – Key Terms
| Provision | CFO Terms |
|---|---|
| Offer letter | Signed Nov 23, 2022; CFO effective Dec 2, 2022 . |
| Benefits eligibility | Executive Severance Benefit & Transition Plan; Executive Change of Control Severance Benefit Plan; comprehensive benefits (ESP, 401(k), etc.) . |
| Non-compete / non-solicit | Required for severance eligibility (outside CoC plan) and 18-month non-compete for CoC severance upon request . |
| Equity plan | Grants under Amended & Restated 2006 Equity Incentive Plan . |
| Indemnification | Standard form agreement . |
Performance & Track Record Highlights
- FY24 EIP performance achieved at/above targets for revenue and non-GAAP operating margin; long-term backlog metrics exceeded targets, supporting above-target achievement factors and discretionary increases to CFO bonus, indicating strong operational execution .
- FY23 EIP formulaic outcome 139.9% of target, with Compensation Committee discretion raising CFO payout, reflecting contributions and competitive alignment during transition year .
Risk Indicators & Red Flags
- Governance: Clawback policy in place; anti-hedging/anti-pledging enforced; equity grant timing policy and equity burn-rate oversight; no related party transactions or family relationships disclosed at appointment .
- Retention: Robust equity mix (options, RSUs, PRSUs) and ownership guidelines increase holding power; severance and CoC benefits provide stability but include non-compete requirements, balancing retention with governance .
Compensation Peer Group (Benchmarking)
- Synopsys peer group (fiscal 2022) includes software and fabless semiconductor companies used to benchmark competitiveness; committee uses peer comparisons along with role, performance, and equity budget considerations .
Investment Implications
- Pay-for-performance alignment is strong: EIP ties to revenue and operating margin, with multi-year backlog goals and 3-year PRSU programs featuring revenue CAGR and rTSR modifiers; discretionary bonus increases for the CFO in FY23–FY24 reflect recognized value creation in finance leadership .
- Retention risk appears contained: Significant ongoing equity vesting (annual RSUs each March; options quarterly; PRSUs over three years), stock ownership guidelines, and severance/CoC protections support retention; anti-pledging diminishes forced-sale risk .
- Potential trading signals: Predictable RSU vest dates (e.g., mid-March) and quarterly option vesting can create recurring liquidity windows; however, anti-hedging and trading windows under insider policy limit opportunistic trading, and committee oversight of grant timing reduces information asymmetry concerns .
- Governance quality: Strong clawback, anti-hedging/pledging, and ownership compliance reinforce alignment; normalized FY24 equity vs FY23 welcome sign after sizable new-hire grants, mitigating pay inflation concerns while maintaining competitive holding power .