The responsibilities of the Committee shall be to:
1. Establish the compensation policies for the Chief Executive Officer, 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 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 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 may be made in consultation with the full Board, excluding the employee directors. The Chief Executive Officer 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. At least annually, 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.
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 “Equity Plans”). In its administration of the Equity 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 Equity Plans. The Committee shall also make recommendations to the Board with respect to amendments to the Equity 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, Equity 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 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 as Lead Independent Director and for service on committees of the Board.
12. Oversee and periodically discuss with management the implementation and effectiveness of Synopsys’ policies, strategies, programs and practices relating to its human capital management function, including but not limited to those relating to talent recruiting, development, progression and retention; diversity, equity and inclusion; culture, human health and safety; and total rewards.
13. Coordinate with other committees of the Board to oversee environmental, social and governance matters (“ESG Matters”), including Synopsys’ reporting standards with respect to ESG Matters and related disclosures.
14. Review other organizational development matters as the Board may request from time to time.
15. Authorize the repurchase of shares from terminated employees pursuant to the terms of the Equity 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.
18. Periodically evaluate the Committee’s performance and measure against best practices.
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 Synopsys’ policy for clawback, or recoupment, of incentive compensation.
21. 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.