The responsibilities of the Committee shall be to:
1. Establish the compensation policies for the Chief Executive Officer or the Co-Chief Executive Officers, as the case may be, all persons determined by the Board to be Officers and all persons determined by the Board to be Corporate Staff members.
2. Review the performance of the Chief Executive Officer or the Co-Chief Executive Officers, as the case may be, and such other senior managers of Synopsys that the Committee deems appropriate.
3. Make decisions regarding the compensation (including all “plan” compensation, as such term is defined in Item 402(a)(6)(ii) of Regulation S-K promulgated by the SEC, and all non-plan compensation) to be provided to the Chief Executive Officer or the Co-Chief Executive Officers, as the case may be, and other Officers and Corporate Staff members, including determination of salary, bonus and long term incentives (e.g. stock options, restricted stock units, stock appreciation rights or other compensation vehicles). Material decisions regarding compensation to be provided to the Chief Executive Officer or the Co-Chief Executive Officers, as the case may be, may be made in consultation with the full Board, excluding the employee directors. The Chief Executive Officer or the Co-Chief Executive Officers, as the case may be, may not be present during voting or deliberations on his, her or their compensation.
4. Review and make recommendations to management or the Board, as appropriate, regarding general compensation goals and guidelines for Synopsys’ incentive plan designs and performance criteria. Review achievement levels for the variable compensation incentive plans, which will generate funding of bonuses for employees participating in such plans.
5. Oversee the performance of a risk assessment of Synopsys’ compensation programs as generally applicable to employees to identify any potential material risks that may be created by such programs at least annually.
6. Administer, within the authority delegated by the Board, Synopsys’ employee stock purchase plans and other equity incentive plans as may be approved by the Board from time to time (collectively, the “Plans”). In its administration of the Plans, the Committee may (a) grant stock options, restricted stock units, stock appreciation rights or other long-term incentive awards to individuals eligible for such grants and (b) amend such stock options, restricted stock units, stock appreciation rights and other equity incentive awards consistent with the terms of the Plans. The Committee shall also make recommendations to the Board with respect to amendments to the Plans and changes in the number of shares reserved for issuance thereunder.
7. Review, approve, as appropriate, and make recommendations to the Board regarding the adoption of new, or termination or material amendment of existing, Plans.
8. Review and make recommendations to management or the Board, as appropriate, regarding such other plans and arrangements that are adopted or proposed for adoption for the provision of compensation and benefits programs such as the 401(k) plan, employment agreements, and change of control and deferred compensation plans to employees and consultants of Synopsys.
9. Review and discuss with management Synopsys’ disclosures contained under the caption “Compensation Discussion and Analysis” for use in any of Synopsys’ Annual Reports on Form 10-K, registration statements or proxy statements and make recommendations to the Board as to whether such disclosures should be approved for inclusion in Synopsys’ Annual Reports on Form 10-K, registration statements or proxy statements in compliance with the rules of the Exchange Act as they may be amended from time to time. The Committee shall also annually prepare a report to stockholders as required by the rules and regulations of the SEC to be included in Synopsys’ annual proxy statement.
10. Review and make recommendations to the Board with respect to stockholder approval of executive compensation (“say-on-pay” votes), the frequency of say-on-pay votes and “golden parachute” arrangements and review related stockholder feedback.
11. Review and make recommendations to the Board with respect to the compensation of non-employee directors including compensation for service on committees of the Board.
12. Review and provide oversight for Synopsys’ recruitment strategies, diversity and inclusion initiatives, and talent development.
13. Review other organizational development matters as the Board may request from time to time.
14. Provide input to the Corporate Governance and Nominating Committee on management succession, including potential development plans and retention strategies.
15. Authorize the repurchase of shares from terminated employees pursuant to the terms of the Plans or otherwise and applicable law.
16. Periodically review and recommend to the Board changes to Synopsys’ equity ownership guidelines.
17. Review and reassess the adequacy of this charter once each year and, if appropriate, make recommendations to the Board as to changes to this charter as the Committee may deem necessary or advisable. Periodically evaluate the Committee’s performance and measure against best practices.
18. Perform such other functions and to have such other powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.
19. Periodically review and revise a peer group of companies against which to assess Synopsys’ compensation programs and practices to ensure that they are competitive and supportive of its strategy and objectives.
20. Review the application of the Company’s policy for clawback, or recoupment, of incentive compensation.