SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
(Amendment (Amendment No.)
No fee required.
2021 was another excellent year for Ansys. Our strong execution and growing markets enabled us to over perform relativeMessage to our own goalsStockholders
Weevery day.
2022.
Over the course of the year, lines.
Ansys also added to our product portfolio through strategic acquisitions in 2021. Our acquisitionwith new technologies and improved performance to drive customer innovation. Enhancements to our flagship solutions empower our users with scalable digital engineering workflows that are critical to digital transformation. We also released new technologies that build on our ongoing expansion of Phoenix Integration, Inc. enables users to connect a range of engineering tools together in multi-tool workflows for broad and robust model-based engineering. These solutions bridge the gap between engineering analysisartificial intelligence/machine learning, high-performance computing and the systems model, ensuring thatcloud across the simulation portfolio and customer community. Our continued investment in our product requirements are met and in sync with the engineering analysis conducted throughout the product development process.
With our acquisition of Zemax, LLC, Ansys now offers customers a comprehensive solution for simulating the behavior of light in complex, innovative products—ranging from the micro scale with our photonics products, to the imaging of the physical world, to human vision perception. That comprehensive solution enables users to create optimal designs more quickly by streamlining the workflow and communication among photonics, optical, mechanical, and manufacturing engineers.
During 2021, Ansys also made progress with our environmental, social, and governance initiatives. We have continued to advance sustainability – within our own operations and those of our customers – using our market-leading simulation solutions. We have invested in diverse talent and our ONE Ansys culture to make Ansys an employer of choice. And we are committed to working with our stakeholders to help them achieve their goals.
Our 2021 results areportfolio is a testament to our commitment to advancing customer experience, accelerating democratization of simulation, and powering next-generation innovation.
As excited2023 will carry into 2024 as we are aboutcontinue to enable our achievements in 2021,customers’ transformations and help them to design and develop the most cutting-edge products imaginable. Of course, that will happen as we are even more confident in the future. Our ongoing momentum, strong customer relationships and market-leading simulation portfolio will help us meet our goals for our business,begin to prepare for the communities we serve,impending transaction with Synopsys. By joining forces, our two organizations will combine each company’s highly complementary capabilities to meet the evolving needs of today’s engineers and for our stockholders in 2022 and beyond.
to drive new levels of customer innovation.
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Ronald W. Hovsepian | |||||
Chairman of the Board | | | Ajei S. Gopal President and CEO | |
Non-GAAP revenue and constantare is a non-GAAP measures. measure. For additional information onnon-GAAP revenue and constant currency, please see Annex A: Non-GAAP Reconciliations. ACV is a metric we use to better understand the business. There is no GAAP measure comparable to ACV. For a description of ACV, see the section titled “Performance Metrics for 2021Regular-Cycle 2023 PSU Awards” in the accompanying proxy statement.
2600 Ansys Drive
Canonsburg, PA 15317
844-462-6797
March 28, 2022
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
To Be Held on Thursday, May 12, 2022
| Date and Time | | | Virtual Meeting Site | |
| Friday, June 7, 2024 11:00 A.M. Eastern | | | www.virtualshareholdermeeting.com/anss2024 | |
| | | | Who Can Vote | |
| | | | www.virtualshareholdermeeting.com/anss2024 | |
1 | | | Election of three | | | | |
2 | | | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year | | | | |
3 | | | Advisory approval of the compensation of our named executive officers; | | | | |
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5 | | | Such other business as may properly come before the | | | | |
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| How to Cast Your Vote | ||||
Your vote is important to the future of Ansys. If you are a registered stockholder, please vote your shares as soon as possible by one of the following methods: | |
| | | Vote Online www.proxyvote.com | | |
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Vote by Phone
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| | Vote by Mail If you received printed copies of our proxy materials, complete, sign, date, and mail your signed proxy card | |
| If you are a street name stockholder (i.e., you hold your shares through a broker, bank or other nominee), please vote your shares as soon as possible by following the instructions from your broker, bank or other nominee. Registered stockholders and street name stockholders may also vote online during the anss2024 .See “Other | | ||
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NOTE ABOUT FORWARD-LOOKING STATEMENTS
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform ActNotice of 1995. Forward-looking statements are statements that provide current expectationsAnnual Meeting of Stockholders, Proxy Statement or forecastsAnnual Report unless you specifically request a copy. You may request paper copies, including a proxy card, by following the instructions on the Notice of future events basedInternet Availability of Proxy Materials. We began making our proxy materials available on certain assumptions. Forward-looking statements are subject to risks, uncertainties, and factors relating to our business which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. We describe such risks, uncertainties, and factors in the “Risk Factors,” “Quantitative and Qualitative Disclosures about Market Risk,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. Many of these risks, uncertainties, and factors are currently amplified by, and may continue to be amplified by, the COVID-19 pandemic.
Forward-looking statements use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “project,” “should,” “target,” or other words of similar meaning. Forward-looking statements include those about market opportunity, including our total addressable market. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise.
The risks associated with the following, among others, could cause actual results to differ materially from those described in any forward-looking statements:
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INFORMATION REFERENCED IN THIS PROXY STATEMENT
The content of the websites referred to in this proxy statement are not deemed to be part of, and are not incorporated by reference into, this proxy statement.
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| | | | Director Nomination Process | | | | 31 | | | |
| | | | Compensation Committee Interlocks and Insider Participation | | | | 31 | | | |
| | | | Director Attendance at the | | | | 32 | | | |
| Non-Employee Director Compensation | | | | 33 | | | ||||
| | | | Cash Compensation | | | | 33 | | | |
| | | | Equity Compensation | | | | 33 | | | |
| | | | Director Stock Ownership Guidelines | | | | 34 | | | |
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| Audit Committee Report to Stockholders | | | | 37 | | | ||||
| | | | Independent Registered Accounting Firm Services and Fees | | | | 39 | | | |
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| Our Executive Officers | | | | 41 | | | ||||
| Compensation Discussion and Analysis | | | | 42 | | | ||||
| | | | Our Named Executive Officers | | | | 42 | | | |
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| | | | Fiscal | | | | 42 | | | |
| | | 2023 Say-on-Pay Vote | | | | | 42 | | | |
| | | | Executive Compensation Best Practices | | | | 43 | | | |
| | | | Our | | | | 44 | | | |
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| | | | Role of Compensation Consultant | | | | 44 | | | |
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| | | 2024 Proxy Statement // i | |
| | | | Peer Group Considerations | | | | 45 | | | |
| | | | Components of Compensation Program and Fiscal | | | | 46 | | | |
| | | | Base Salaries | | | | 47 | | | |
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| | | | Long-Term Equity Compensation | | | | 50 | | | |
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| | | | Post-Employment Compensation | | |
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| Compensation Committee report | | | | 58 | | | ||||
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| Fiscal 2023 Compensation Tables | | | | 60 | | | ||||
| | | | 2023 Summary Compensation Table | | | | 60 | | | |
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| | | | Option Exercises and Stock Vested in Fiscal 2023 Table | | | | 66 | | | |
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| Pay Versus Performance | | | | 70 | | | ||||
| | | | Pay Versus Performance Table | | | | | 70 | | |
| | | | Pay Versus Performance Relationships Descriptions | | | | | 72 | | |
| | | | Tabular List | | | | | 73 | | |
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April 10, 2024.
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Live Webcast Address | | Record Date | | | Voting | | |
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anss2024 | | | April 9, 2024 | | | Stockholders of Ansys as of the record date, | |
innovations, or questions related to the Synopsys transaction are not pertinent to the 20222024 Annual Meeting will be held virtually. We began to offer virtual annual meetings in 2016 to empower stockholders to participate fully and equally from any location around the world at no cost. We believe this is the right choice for a widely- heldwidely-held technology company with global operations, as it brings cost savings to Ansys and our stockholders by using a technology platform in line with our commitment to support innovative technology, while also increasing our engagement with stockholders, regardless of size, resources, or physical location. A virtual meeting is also environmentally friendly and furthers our strategic goal to operate our business in a sustainable manner.20222024 Annual Meeting matters as time permits. Questions regarding personal matters, including those related to employment, product issues, or suggestions for product2022 2024
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anss2024.
2022 Ansys Proxy Statement 1
2024 Proposals Board
Recommendations More
Information 1 ProposalsBoardRecommendationsMoreInformation1 —– Election of Three Class II Directors for Three-YearOne-Year Terms Class II director nominees possess the necessary qualifications and expertise to provide effective oversight and advice to management. FOR each nominee p. 1115 2 2 —– Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 20222022.2024. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent auditor. FOR p. 2336 3 3 —– Advisory Approval of the Compensation of Our Named Executive Officers FOR p. 2640 4 4 — Approval of the Amendment of Article VI, Section 5 of the Charter to Eliminate the Supermajority Vote Requirement to Remove a DirectorThe Board has determined that it is in stockholders’ best interests to amend the Charter to provide for the elimination of each voting requirement that calls for a greater than simple majority vote.FORp. 555 Proposal 5 — Approval of the Amendment of Article VIII, Section 2 of the Charter to Eliminate the Supermajority Vote Requirement for Stockholders to Amend or Repeal the By-LawsThe Board has determined that it is in stockholders’ best interests to amend the Charter to provide for the elimination of each voting requirement that calls for a greater than simple majority vote.FORp. 566 Proposal 6 — Approval of the Amendment of Article IX of the Charter to Eliminate the Supermajority Vote Requirement for Stockholders to Approve Amendments to or Repeal Certain Provisions of the CharterThe Board has determined that it is in stockholders’ best interests to amend the Charter to provide for the elimination of each voting requirement that calls for a greater than simple majority vote.FORp. 577 Proposal 7 — Approval of the ANSYS, Inc. 2022 Employee Stock Purchase PlanThe Board has determined that it is in stockholders’ best interests to approve the ANSYS, Inc. 2022 Employee Stock Purchase Plan to continue to provide eligible employees of the Company and its designated subsidiaries with opportunities to purchase shares of the Company’s common stock.FORp. 588 Proposal 8 —– Stockholder Proposal Requesting the Annual ElectionAdoption of Directors,a Shareholder Right to Call a Special Shareholder Meeting, if Properly Presentedhas determinedbelieves that retention ofmaintaining the Board’s sole right to call a classified board structurespecial meeting remains in the long-term best interest of Ansys and its stockholders. AGAINST p. 6279
2 2022 Ansys Proxy Statement
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Name | Age | Director Since | Occupation | Independent | Current Committee Membership | |||||
Class II – Term Expires 2022
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Anil Chakravarthy | 54 | 2021 | President of Digital Experience at Adobe Inc. | YES | CC | |||||
Barbara V. Scherer |
66 |
2013 | Former Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics, Inc. |
YES |
AC† | |||||
Ravi Vijayaraghavan | 57 | 2020 | Partner at Bain & Company, Inc. | YES | CC, NCG†, SPTC | |||||
Class III – Term Expires 2023
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Ajei S. Gopal | 60 | 2011 | President and Chief Executive Officer of Ansys | NO | — | |||||
Glenda M. Dorchak |
67 |
2018 | Former Executive Vice President of Spansion, Inc. |
YES |
AC, CC*, NCG, SPTC | |||||
Robert M. Calderoni | 62 | 2020 | Interim President and Chief Executive Officer of Citrix Systems, Inc. | YES | CC†, SPTC | |||||
Class I – Term Expires 2024
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Jim Frankola | 57 | 2021 | Strategic Advisor to and former Chief Financial Officer of Cloudera, Inc. | YES | AC | |||||
Alec D. Gallimore |
58 |
2017 | Robert J. Vlasic Dean of Engineering at the University of Michigan |
YES |
AC | |||||
Ronald W. Hovsepian | 61 | 2012 | President and Chief Executive Officer of Indigo Ag, Inc. | YES | CC, NCG, SPTC† |
meeting of stockholders (“2025 Annual Meeting”). Each director elected by our stockholders at the 2025 Annual Meeting will be elected for a term of one year, expiring at the 2026 annual meeting of stockholders (“2026 Annual Meeting”). At the 2026 Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our By-laws, and the classification of our Board will terminate in its entirety.
| Name | | | Age | | | Director Since | | | Occupation | | | Independent | | | Current Committee Membership | |
| Nominees for Election to Serve as Directors for a Term Expiring in 2025 | | |||||||||||||||
| Jim Frankola | | | 59 | | | 2021 | | | Former Chief Financial Officer of Cloudera, Inc. | | | YES | | | AC† | |
| Alec D. Gallimore | | | 60 | | | 2017 | | | Provost and Chief Academic Officer of Duke University | | | YES | | | AC | |
| Ronald W. Hovsepian | | | 63 | | | 2012 | | | Advisor to the Chief Executive Officer of Indigo Ag, Inc. | | | YES | | | CC, NCG, SPTC† | |
| Continuing Directors Whose Terms Expire in 2025 | | |||||||||||||||
| Claire Bramley | | | 46 | | | 2022 | | | Chief Financial Officer of Teradata Corporation | | | YES | | | AC | |
| Anil Chakravarthy | | | 56 | | | 2021 | | | President, Digital Experience of Adobe Inc. | | | YES | | | CC | |
| Barbara V. Scherer | | | 68 | | | 2013 | | | Former Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics, Inc. | | | YES | | | —* | |
| Ravi Vijayaraghavan | | | 59 | | | 2020 | | | Partner at Bain & Company, Inc. | | | YES | | | CC, NCG†, SPTC | |
| Continuing Directors Whose Terms Expire in 2026 | | |||||||||||||||
| Robert M. Calderoni | | | 64 | | | 2020 | | | Former Interim President and Chief Executive Officer of Citrix Systems, Inc. | | | YES | | | CC†, SPTC | |
| Glenda M. Dorchak | | | 69 | | | 2018 | | | Former Executive Vice President of Spansion, Inc. | | | YES | | | AC, NCG, SPTC | |
| Ajei S. Gopal | | | 62 | | | 2011 | | | President and Chief Executive Officer of Ansys | | | NO | | | — | |
AC: Audit Committee
CC: Compensation Committee
NCG: Nominating and Corporate Governance Committee
SPTC: Strategic Partnerships and Transactions Committee
† Committee Chair
2022 Ansys Proxy Statement 3
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4 2022 Ansys Proxy Statement
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Weindependent resellers and distributors (collectively, “channel partners”). It is our intention to continue to invest in buildingmaintain this hybrid sales and distribution model. We operate and report as one segment.
drives human advancement.
costs. We are investing in solutions to help engineers deal with increasingIncreasing product complexity in:
Inis driving sustained demand for simulations. Key industry trends fueling customers’ increasing needs for simulation include:
To support that strategy,growth opportunities and is laying the foundation for a future where simulation
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2022 Ansys Proxy Statement 5
2021 FINANCIAL AND OPERATIONAL HIGHLIGHTS
Throughout 2021, Ansys responded to the impact of the global pandemic while maintaining a focus on executingindustry-leading portfolio, our long-term strategy. We supported our employees, customers and communities during these difficult times by making the health and safety of our employees and their families,loyal customer base and our broad Ansys community around the world, a high priority.
Despite the global disruption in 2021, we maintained our focus and advanced our pervasive simulation strategy, creating long-term value for all our stakeholders. In fiscal year 2021, we delivered strong financial results and continued to innovate for our customers by developing capabilities organically as well as pursuing strategic acquisitions. Ansys continued to thrive with a culture that values innovation, inclusiveness, transparency and integrity.
We are proud of our “One Ansys” culture. In 2021, we were named to Fast Company’s annual list of the World’s Most Innovative Companies in the Enterprise category, and for the third year in a row, Fast Company ranked us as one of the best workplaces for innovators. Additionally, our employee diversity and inclusion efforts helped us to be recognized by the Great Places to Work Institute as one of the best places to work in China, Japan, South Korea and Taiwan.
go-to-market segments.
16% 13% in both reported and constant currency*, GAAP operating margin of 26.9%27.6%, and, non-GAAP operating margin* of 41.4%42.6%, and record operating cash flows of $549.5$717.1 million for the year ended December 31, 2021.2023. We had deferred revenue and backlog of $1,257.9$1,472.6 million as of December 31, 2021.
*Non-GAAP operating margin$302.34.
In addition, we delivered strong long-term total stockholder return (“TSR”) as indicated by the chart below, which shows how a $100 investment in Ansys Non-GAAP operating margin and constant currency are non-GAAP measures. For additional information on December 31, 2018 would have grown to $280.62 by December 31, 2021. The chart also compares the TSR of an investment in our common stock to the same investment over the last three years in the S&P 500 Index, the Nasdaq Composite Stock Market Index, the Nasdaq 100 Indexnon-GAAP operating margin and a peer group consisting of Autodesk, Inc., Cadence Design Systems, Inc., Dassault Systemes SE, PTC Inc., Synopsys, Inc., Altair Engineering Inc. and Aspen Technology, Inc.
In 2021, we maintained our commitment to investing in product innovation by making strategic acquisitions of market-leading technologies. We believe these investments expand our multi-physics portfolio and provide our customers with a full set of solutions to solve their next-generation design challenges. Our acquisition of Phoenix Integration, Inc. and its ModelCenter model-based systems engineering (“MBSE”) technology expands the scope of our solution offering, enabling users to connect a range of engineering tools together in multi-tool workflows for broad and robust
MBSE. With this acquisition, we now offer a product that bridges the gap between engineering analyses and the systems architecture model addressing MBSE initiatives in the aerospace and defense industry. We also completed our acquisition of Zemax, LLC and its simulation tool for high-performance optical imaging systems, which expands our portfolio to provide comprehensive, end-to-end solutions for simulating sophisticated optical- and photonics-enabled products.
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6 2022 Ansys Proxy Statement
During 2021, we also introduced new capabilities to our product portfolio through organic development. TABLE OF CONTENTS
Partnerships remain a key part of our pervasive simulationPervasive Insights strategy. Our current partnerships continue to broaden
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2024 Proxy Statement // 9 |
2022 Ansys Proxy Statement 7
EXECUTIVE COMPENSATION HIGHLIGHTS
| Pay-for-Performance | | | Objectives | | | 2023 Say-on-Pay | |
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• Paying for performance is the guiding principle of Ansys’ total rewards strategy. | |
| • Create a competitive total rewards package based on the attainment of | |
| • Approximately | | |
| • Target total compensation for an effective performer is influenced by the | |
| • Attract and retain qualified | | | | |
20212023 was allocated as follows among pay elements: * Excludes additional incremental grants of PSUs to Ms. Lee in 2021, as described in the Compensation Discussion and Analysis section
8 2022 Ansys Proxy Statement
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What We Do | | | What We Don’t Do | | |||||||
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| Performance-based cash and equity incentives | | | | No “single trigger” change in control payments and benefits | | |||||
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| Significant portion of executive compensation | | | | No post-termination retirement or pension-type non-cash benefits or perquisites for our executive officers that are not available to our employees generally | | |||||
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| | | No tax gross-ups for change in control payments and benefits | | |||||||
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| Stock ownership guidelines for directors and senior management | | | | No repricing or replacing of underwater options without stockholder approval | | |||||
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| Caps on performance-based cash and equity incentive compensation | | | | No hedging or pledging of Company securities by directors, officers, and employees | ||||||
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| | 100% independent directors on the Compensation Committee | | | | No current dividends paid on unvested equity awards | | ||||
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| Independent compensation consultant engaged by | | | | No excessive risk-taking with compensation incentives | ||||||
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| | Annual review and approval of our compensation strategy | | | | | | | | ||
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| Limited perquisites | | | | | | | |
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team. During 2021,2023, these outreach efforts involved representatives of stockholders holding, in the aggregate, over 45%around 40% of Ansys shares.
Our Office of the
2022 Ansys Proxy Statement 9
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Ansys believes in corporate responsibility and furthering
In 2021, we updated our corporate responsibility pillarsCommittee. The General Counsel reports the committee’s progress to the following:
CEO and to the Board on a quarterly basis.
prototyping, and improve circularity and development time. Ansys
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10 2022 Ansys Proxy Statement
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Proposal 1: Election of Three Directors for One-Year Terms
the 2023 Annual Meeting, the Board has begun to be declassified over a three-year phase-out period. Each director elected by our stockholders at the 2024 Annual Meeting will be elected for a term of one year, expiring at the 2025 Annual Meeting. Each director elected by our stockholders at the 2025 Annual Meeting will be elected for a term of one year, expiring at the 2026 Annual Meeting. At the 20222026 Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our By-Laws, and the classification of our Board will terminate in its entirety.
such other person or persons as our Board may recommend unless the Board determines to reduce the size of the Board.
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Name
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Age
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Director Since
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Class I – Term Expires 2024
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Jim Frankola | 57 | 2021 | ||||
Alec D. Gallimore | 58 | 2017 | ||||
Ronald W. Hovsepian | 61 | 2012 | ||||
Class II – Term Expires 2022
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Anil Chakravarthy | 54 | 2021 | ||||
Barbara V. Scherer | 66 | 2013 | ||||
Ravi K. Vijayaraghavan | 57 | 2020 | ||||
Class III – Term Expires 2023
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Ajei S. Gopal | 60 | 2011 | ||||
Glenda M. Dorchak | 67 | 2018 | ||||
Robert M. Calderoni | 62 | 2020 |
2022 Ansys Proxy Statement 11
Board Diversity Matrix (As of March 28, 2022)*
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Total Number of Directors | 9 | |||||||
| Female | Male | Non-Binary | Did not Disclose Gender | ||||
Part I: Gender Identity | ||||||||
Directors | 2 | 7 | – | – | ||||
Part II: Demographic Background | ||||||||
African American or Black | – | 1 | – | – | ||||
Alaskan Native or Native American | – | – | – | – | ||||
Asian | – | 3 | – | – | ||||
Hispanic or Latinx | – | – | – | – | ||||
Native Hawaiian or Pacific Islander | – | – | – | – | ||||
White | 2 | 3 | – | – | ||||
Two or More Races or Ethnicities | – | – | – | – | ||||
LGBTQ+ | – | – | – | – | ||||
Did not Disclose Demographic Background | – | – | – | – |
| Name | | | Age | | | Director Since | |
| Nominees for Election to Serve as Directors for a Term Expiring in 2025 | | ||||||
| Jim Frankola | | | 59 | | | 2021 | |
| Alec D. Gallimore | | | 60 | | | 2017 | |
| Ronald W. Hovsepian | | | 63 | | | 2012 | |
| Continuing Directors Whose Terms Expire in 2025 | | ||||||
| Claire Bramley | | | 46 | | | 2022 | |
| Anil Chakravarthy | | | 56 | | | 2021 | |
| Barbara V. Scherer | | | 68 | | | 2013 | |
| Ravi Vijayaraghavan | | | 59 | | | 2020 | |
| Continuing Directors Whose Terms Expire in 2026 | | ||||||
| Robert M. Calderoni | | | 64 | | | 2020 | |
| Glenda M. Dorchak | | | 69 | | | 2018 | |
| Ajei S. Gopal | | | 62 | | | 2011 | |
| Board Diversity Matrix (As of April 10, 2024)* | | ||||||||||||||||||||||||
| Total Number of Directors | | | 10 | | |||||||||||||||||||||
| | | | Female | | | Male | | | Non-Binary | | | Did not Disclose Gender | | ||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
| Directors | | | | | 3 | | | | | | 7 | | | | | | — | | | | | | — | | |
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
| African American or Black | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | |
| Alaskan Native or Native American | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Asian | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | |
| Hispanic or Latinx | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Native Hawaiian or Pacific Islander | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| White | | | | | 3 | | | | | | 3 | | | | | | — | | | | | | — | | |
| Two or More Races or Ethnicities | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| LGBTQ+ | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Did not Disclose Demographic Background | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
12 2022 Ansys Proxy Statement
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| Audit Committee | | | | Compensation Committee | | | | Nominating and Corporate Governance Committee | | | | Strategic Partnerships and Transactions Committee | | | | Committee Chair | | | | Chairman of the Board | |
| Jim Frankola Independent Age: 59 Director since: 2021 Chair of the Audit Committee | | | Experience Mr. Frankola served as the Chief Financial Officer of Cloudera, Inc., an enterprise data cloud company (“Cloudera”), from 2012 until 2021, and served as a Strategic Advisor to Cloudera, from 2021 until 2023. From 2010 to 2012, Mr. Frankola served as Chief Financial Officer of Yodlee, Inc., a data aggregation and data analytics platform company (“Yodlee”). Prior to Yodlee, Mr. Frankola served as Chief Financial Officer of Ariba. Mr. Frankola has held various senior positions in financial and business management at several companies, including IBM and Avery Dennison. Mr. Frankola previously served on the Board of Directors of ActivIDentity Corporation, a credentials management and authentication company. Qualifications Mr. Frankola’s qualifications to serve on, and make contributions to, the Board include his extensive background in finance, business transformations, mergers and acquisitions and business development. Other Public Directorships Mr. Frankola served as a member of the Board of Directors of Cvent Holding Corp, a market-leading meetings, events and hospitality technology provider (2021-2023). | | |||
| Board Committees: | | | |
| | | 2024 Proxy Statement // 17 | |
| Alec D. Gallimore Independent Age: 60 Director since: 2017 | | | Experience Dr. Gallimore has been the Provost and Chief Academic Officer of Duke University since 2023. Previously, Dr. Gallimore was the Robert J. Vlasic Dean of Engineering, from 2016 until 2023 and the Richard F. and Eleanor A. Towner Professor of Engineering , from 2015 until 2023, at the University of Michigan. Dr. Gallimore has served on several NASA and US Department of Defense boards and studies, including as a member of the United States Air Force Scientific Advisory Board. He is currently on the Board of Trustees of The Institute for Defense Analyses. He is a fellow of the American Institute of Astronautics and Aeronautics and was elected into the National Academy of Engineering in 2019. Dr. Gallimore’s primary research interests include electric propulsion, plasma diagnostics and space plasma simulation. He has extensive design and testing experience with a number of electric propulsion devices. Dr. Gallimore has served on the Board of Directors of Bechtel Corporation since 2021. Qualifications Dr. Gallimore’s qualifications to serve on, and make contributions to, the Board include his extensive background in engineering, research and the use of simulation to create innovative products as well as his leadership of a major academic institution. Other Public Directorships Dr. Gallimore served on the Board of Directors of PagerDuty, Inc., a cloud computing company (2020-2023). | | |||
| Board Committees: | | | |
| 18 // 2024 Proxy Statement | | | |
| Ronald W. Hovsepian Independent Age: 63 Director since: 2012 Chairman of the Board Chair of Strategic Partnerships and Transactions Committee | | | Experience Mr. Hovsepian has been the Chairman of the Board since May 2019. He previously served as the Lead Independent Director of the Board from 2014 through 2019 and as the non-executive Chairman from 2014 until 2016. Mr. Hovsepian has served as an Advisor to the Chief Executive Officer of Indigo Ag, Inc., an agricultural technology company, since 2024. He previously served as President and CEO of Indigo Ag, Inc. from 2020 to 2024. He has also served as an Executive Partner at Flagship Pioneering, a venture capital firm focused on healthcare, since 2018. Previously, in 2017, Mr. Hovsepian served as Chief Executive Officer of Synchronoss Technologies, Inc., a telecommunications software and services company. Mr. Hovsepian served as President and Chief Executive Officer of Intralinks Holdings, Inc., a global provider of services and software, from 2011 to 2017. Mr. Hovsepian joined Novell, Inc., a software company (“Novell”), in 2003 and served as its Chief Executive Officer, from 2005 to 2011. Prior to Novell, from 2000 to 2003, Mr. Hovsepian worked in the venture capital industry. He started his career at IBM and served in several executive positions over approximately 16 years He currently serves on the Board of Directors of two private companies, Valo Health, Inc. and ECi Software Solutions. Qualifications Mr. Hovsepian’s qualifications to serve on, and make contributions to, the Board include his extensive experience in the technology and software industries as a Chief Executive Officer, senior manager, and venture capital investor and his expertise in sales, marketing, and product development. Additionally, Mr. Hovsepian has previously served as a board chairman and as a board member of both public and private companies across a range of industries. Other Public Directorships Mr. Hovsepian currently serves on the Board of Directors of Skillsoft Corp., an educational technology company (2018-present). Previously, Mr. Hovsepian served on the Board of Directors of Pegasystems Inc., a cloud software company (2019-2021) and ANN Inc., a woman’s clothing retailer (1998-2015), where he also served as the non-executive chairman (2005-2015). | | |||
| Board Committees: | | | |
| | | 2024 Proxy Statement // 19 | |
| Claire Bramley Independent Age: 46 Director since: 2022 | | | Experience Ms. Bramley has served as Chief Financial Officer of Teradata Corporation (“Teradata”), a connected multi-cloud data platform for enterprise analytics company, since 2021. As a member of Teradata’s Executive Leadership Team, Ms. Bramley leads the finance, information technology, analytics and security, enterprise risk, operations, investor relations, and corporate development functions. Ms. Bramley also serves as an executive sponsor of Teradata’s environmental, social, and governance program. Prior to joining Teradata, for over ten years, Ms. Bramley held multiple leadership roles at HP, Inc. (“HP”), a multinational information technology company. At HP, she served as Global Controller from 2019 to 2021, as Head of Finance for the Europe, Middle East and Africa region from 2015 to 2018, in which position she also led the finance Mergers, Acquisition and Divestitures Organization that supported all mergers and acquisition activity across HP, and as Vice President, Corporate Financial Planning and Analysis from 2013 to 2015. Prior to HP, from 2005 to 2007, Ms. Bramley was Head of Financial Planning and Analysis at SSP Group Plc., a multinational contract foodservice company. Qualifications Ms. Bramley’s qualifications to serve on, and make contributions to, the Board include her extensive experience in leading large-scale fiscal and operational disciplines, driving financial and strategic planning, and managing complex mergers and acquisitions. In addition, she brings financial expertise to the Board as she has served in many leadership roles within a finance and accounting function, including as a current public company CFO, and previously in corporate controller and financial planning and analysis roles. Other Public Directorships None | | |||
| Board Committees: | | | |
| 20 // 2024 Proxy Statement | | | |
| Robert M. Calderoni Independent Age: 64 Director since: 2020 Chair of Compensation Committee | | | Experience Mr. Calderoni served as interim Chief Executive Officer and President of Citrix Systems, Inc., a multinational software company (“Citrix”), from 2021 to 2022, and also previously served in this position from 2015 to 2016. Mr. Calderoni also served as the Chairman of the Board of Directors of Citrix from 2019 to 2022 and previously served as Executive Chairman from 2015 to 2018. Prior to Citrix, Mr. Calderoni served as Chief Executive Officer of Ariba, Inc., a software and information technology services company (“Ariba”) from 2001 until it was acquired by SAP AG, a publicly-traded software and IT services company, in 2012, and then continued as Chief Executive Officer of Ariba following the acquisition until 2014. Mr. Calderoni also served as a member of the global managing board at SAP AG between 2012 and 2014 and as President of SAP Cloud from 2013 to 2014. Prior to Ariba, Mr. Calderoni held senior finance roles at Apple Inc. and International Business Machines Corporation (“IBM”) and served as Chief Financial Officer of Avery Dennison Corporation (“Avery Dennison”). Qualifications Mr. Calderoni’s qualifications to serve on, and make contributions to, the Board include his executive tenure at software and technology companies in Chief Executive Officer roles as well as his extensive experience as a Board member. Mr. Calderoni has led and scaled several high growth software companies and led their transition to the cloud. Other Public Directorships Mr. Calderoni currently serves as the Chairman (since 2022) and a member of the Board of Directors of KLA Corporation, a capital equipment company (2007-present). He previously served as the Chairman (2015-2022) and a member of the Board of Directors of Citrix (2014-2022). He also previously served as a member of the Board of Directors of LogMeIn, Inc., a software company (2017-2020) and Juniper Networks, Inc., a network cybersecurity company (2003-2019). | | |||
| Board Committees: | | | |
| | | 2024 Proxy Statement // 21 | |
| Anil Chakravarthy
Independent Age: 56 Director
| | | Experience Dr. Chakravarthy has served as President, Digital Experience at Adobe Inc. (“Adobe”), a software company, since 2022. He previously served as Executive Vice President and General Manager, Digital Experience at Adobe Qualifications Dr. Chakravarthy’s qualification to serve on, and make contributions to, the Board include his expertise in digital transformation, SaaS, cloud technologies and product innovation, gained over a career spanning more than 25 years. Dr. Chakravarthy has helped companies reimagine business models and digitally transform, including the successful transition to the cloud. Other Public Directorships None |
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| Board Committees: | | | |
| 22 // 2024 Proxy Statement | | | |
| Glenda Dorchak Independent Age: 69 Director since: 2018 | | | Experience Ms. Dorchak spent over thirty years in operating roles in the technology industry. Most recently, she served as Executive Vice President and General Manager of Global Business for Spansion Inc., a flash memory manufacturer (“Spansion”), from 2012 to 2013. Prior to Spansion, Ms. Dorchak served as Chief Executive Officer of VirtualLogix, Inc. from 2009 to 2010, when it was acquired by Red Bend Software, and as Chief Executive Officer of Intrinsyc Software from 2006 to 2008. She also served in various roles at Intel Corporation (“Intel”) from 2001 to 2006, including as Vice President and COO Intel Communications Group, Vice President and General Manager Intel Broadband Products Group, and Vice President and General Manager Intel Consumer Electronics Group. Before Intel, Ms. Dorchak served as Chairman and CEO at Value America, an e-retailer. Before Value America, Ms. Dorchak served in various roles, including General Manger PC Direct, at IBM. Qualifications Ms. Dorchak’s qualifications to serve on, and make contributions to, the Board include her experience as a technology industry veteran with deep leadership and operating expertise running hardware and software businesses in the computing and communications technology sectors. Other Public Directorships Ms. Dorchak currently serves as a member of the Board of Directors of Wolfspeed, Inc., previously named CREE, Inc., a provider of silicon carbide materials and semiconductor products (2020-present) and GLOBALFOUNDRIES Inc., a semiconductor contract manufacturing and design company (2019- present). She previously served as a member of the Board of Directors of Viavi Solutions Inc., a provider of network test, monitoring and assurance solutions (2019-2021), Mellanox Technologies, Ltd., a multinational supplier of computer networking products (2009-2020), Energy Focus Inc., a developer of energy-efficient LED lighting systems and controls (2015-2019), and Quantenna Communications, a communication device company (2018-2019). | | |||
| Board Committees: | | | |
| | | 2024 Proxy Statement // 23 | |
| Ajei S. Gopal Not Independent Age: 62 Director since: 2011 President and Chief Executive Officer of Ansys | | | Experience Dr. Gopal has served as our President and Chief Executive Officer since 2017. In 2016, he served as our President and Chief Operating Officer. Dr. Gopal was appointed an independent director of the Board in 2011 and served in that capacity until his employment by the Company in 2016. From 2013 to 2016, Dr. Gopal was an operating partner at Silver Lake, a leading private equity technology investor. His employment at Silver Lake included a secondment as interim President and Chief Operating Officer at Symantec in 2016. From 2011 until 2013, he was Senior Vice President at Hewlett Packard Enterprise Company. Dr. Gopal was Executive Vice President at CA Technologies from 2006 until 2011. From 2004 to 2006, he worked at Symantec, where he served as Executive Vice President and Chief Technology Officer. Earlier, Dr. Gopal served as Chief Executive Officer and a member of the Board of Directors of ReefEdge Networks, a company he co-founded in 2000. He worked at IBM from 1991 to 2000, initially at IBM Research and later in IBM’s Software Group. Qualifications Dr. Gopal’s qualifications to serve on, and make contributions to, the Board include his position as our President and Chief Executive Officer and background in both technology and senior management of large software and technology companies, as well as his experience in global operations and business development. Other Public Directorships Dr. Gopal currently serves as a member of the Board of Directors of Fiserv, Inc. (since 2024). Dr. Gopal previously served as a member of the Board of Directors of Citrix (2017-2021). | |
| Barbara V. Scherer
Independent Age: 68 Director
| | | Experience Ms. Scherer served as Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics, Inc. (“Plantronics”), an audio communications equipment manufacturer from 1998 until her retirement in 2012, and as Vice President, Finance and Administration and Chief Financial Officer from 1997 to 1998. Prior to Plantronics, Ms. Scherer held various executive management positions spanning 11 years in the disk drive industry, was an associate with The Boston Consulting Group, and was a member of the corporate finance team at ARCO in Los Angeles. Qualifications Ms. Scherer’s qualifications to serve on, and make contributions to, the Board include her practical and strategic insight into complex financial reporting and management issues and significant operational expertise, gained over a career spanning more than 30 years, including 25 years in senior financial leadership roles in the technology industry. Other Public Directorships Ms. Scherer currently serves as a member of the Board of Directors of Netgear, Inc., a multinational computer networking company (2011-present), and Ultra Clean Holdings, Inc., a developer and supplier of equipment for the semiconductor industry (2015-present). Prior to her retirement, Ms. Scherer served as a director of Keithley Instruments, a publicly traded test and measurement company, from 2004 to 2010. | | ||||
| Board Committees: None | |
2022 Ansys Proxy Statement 13
| 24 // 2024 Proxy Statement | | | |
| Ravi Vijayaraghavan
Independent Age: 59 Director
Chair of Nominating and
| | | Experience Mr. Vijayaraghavan has been a senior partner at Bain & Company, Inc. (“Bain”), a leading management consulting firm, since 2001. He has held multiple senior roles with Bain, including his current position as Director and Head of the Asia-Pacific Technology Practice since 2019. From 2015 to 2020 Mr. Vijayaraghavan served on Bain’s Global Partner Compensation and Promotion Committee. Mr. Vijayaraghavan started his career with Bain in 1995 and is an expert and leader in Bain’s Mergers & Acquisitions and Private Equity practices. He has successfully led global client relationships in technology and telecommunications, and the establishment of Bain’s Asia-Pacific technology practice. His experience spans a broad range of technology markets (including software, hardware, semiconductors, and services) as well as mobile and fixed telecommunications operations across geographies in North America, Europe and Asia. He previously served as a member of the board of overseers for WGBH, a Boston based public broadcaster, and as a member of the board of the Singapore Land Authority. Qualifications Mr. Vijayaraghavan’s qualifications to serve on, and make contributions to, the Board include his expertise in setting and executing on corporate strategic agendas to drive sustained organic and M&A-led growth at technology and telecommunications companies. Other Public Directorships None |
14 2022 Ansys Proxy Statement
CONTINUING DIRECTORS FOLLOWING THE 2022 ANNUAL MEETING
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directors. While the Board believes that we practice good risk management strategies and processes, it is the Board’s responsibility to oversee the pressure testing of these strategies and processes on a continuous basis in order to ensureconfirm that risk management stays effective despite evolving market conditions, business strategies, regulatory rules, and our development.
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program, matters and initiatives.
18 2022 Ansys Proxy Statement
related to corporate governance practices and ESG activities, including risks related to climate change; and
c/o General Counsel and Secretary ANSYS, Inc.
Southpointe
2600 Ansys Drive
Canonsburg, PA, 15317
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arranging the transaction; the structure of the transactions;transaction; required disclosures; and the interests of all related persons in the transaction.
2022 Ansys Proxy Statement 19
Corporate Governance Committee periodically reviews the Board’s leadership structure and, when appropriate, recommends changes in response to evolving needs.
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| Chair | | | Mr. Frankola | |
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Our Audit Committee is responsible for, among other things:
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*Ms. Dorchak will cease service as a member of the Compensation Committee on April 1, 2022.
20 2022 Ansys Proxy Statement
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In recommending candidates, the Nominating and Corporate Governance Committee considers persons recommended by directors, officers, and third party consultants or search firms. The Nominating and Corporate Governance Committee generally provides the third party consultant or search firm with guidance as to the background, skills and abilities, that the Nominating and Corporate Governance Committee is seeking in potential
Meeting” in this proxy statement. If the proposed transaction with Synopsys is completed before we would otherwise hold our 2025 Annual Meeting, such meeting will not occur and any director candidates submitted, even if in accordance with our By-Laws, will not be considered by our stockholders.
During 2021, with the assistance of a third-party search firm, the Nominating and Corporate Governance Committee evaluated potential director candidates, including Dr. Chakravarthy.
| | | 2024 Proxy Statement // 31 | |
2022 Ansys Proxy Statement 21
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During 2021, our non-employee directors were entitled to receiveBoard approved, the following cash fees:
fees for our non-employee directors effective on January 1, 2023:
Additionally, in consideration of the additional board oversight related to the proposed transaction with Synopsys, in February 2024 the Compensation Committee recommended that the Board approve, and in February 2024 the Board approved, an additional one-time cash fee for non-employee directors of $35,000 plus additional cash fees for non-employee directors of $15,000 per month for service as a Board member, commencing September 2023.
Each
$300,000.
| | | 2024 Proxy Statement // 33 | |
22 2022 Ansys Proxy Statement
| 34 // 2024 Proxy Statement | | | |
Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2)(3) | All Other Compensation ($) | Total ($) | ||||
Robert M. Calderoni | $65,825 | $278,152 | – | $343,977 | ||||
Anil Chakravarthy | $7,725 | $174,682 | – | $182,407 | ||||
Glenda M. Dorchak | $63,675 | $278,152 | – | $341,827 | ||||
Guy E. Dubois | $24,050 | – | – | $24,050 | ||||
Jim Frankola | $40,125 | $325,051 | – | $365,176 | ||||
Alec D. Gallimore | $50,000 | $278,152 | – | $328,152 | ||||
Ronald W. Hovsepian | $110,000 | $278,152 | – | $388,152 | ||||
Barbara V. Scherer | $65,000 | $278,152 | – | $343,152 | ||||
Ravi K. Vijayaraghavan | $64,488 | $278,152 | – | $342,640 |
(1)OF CONTENTS
| Name1 | | | Fees Earned or Paid in Cash ($)2 | | | Stock Awards ($)3,4 | | | Total ($) | | |||||||||
| Claire Bramley | | | | $ | 115,000 | | | | | $ | 287,673 | | | | | $ | 402,673 | | |
| Robert M. Calderoni | | | | $ | 140,000 | | | | | $ | 287,673 | | | | | $ | 427,673 | | |
| Anil Chakravarthy | | | | $ | 115,000 | | | | | $ | 287,673 | | | | | $ | 402,673 | | |
| Glenda Dorchak | | | | $ | 125,000 | | | | | $ | 287,673 | | | | | $ | 412,673 | | |
| Jim Frankola | | | | $ | 140,000 | | | | | $ | 287,673 | | | | | $ | 427,673 | | |
| Alec D. Gallimore | | | | $ | 115,000 | | | | | $ | 287,673 | | | | | $ | 402,673 | | |
| Ronald W. Hovsepian | | | | $ | 235,000 | | | | | $ | 287,673 | | | | | $ | 522,673 | | |
| Barbara V. Scherer | | | | $ | 115,000 | | | | | $ | 287,673 | | | | | $ | 402,673 | | |
| Ravi Vijayaraghavan | | | | $ | 140,000 | | | | | $ | 287,673 | | | | | $ | 427,673 | | |
(2)
(3) Except for Dr. Chakravarthy and Mr. Dubois, all other
| | | 2024 Proxy Statement // 35 | |
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Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024
Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions from stockholders.
2022 Ansys Proxy Statement 23
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Barbara V. Scherer,
Claire Bramley
Glenda Dorchak
Jim Frankola
Alec D. Gallimore
24 2022 Ansys Proxy Statement
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| 2021 | 2020 | ||
Audit fees | $1,137,079 | $1,225,273 | ||
Audit-related fees | $1,217,210 | $865,751 | ||
Tax fees | $879,639 | $1,052,072 | ||
All other fees | $0 | $0 | ||
Total | $3,233,928 | $3,143,096 |
| | | | 2023 | | | 2022 | | ||||||
| Audit fees | | | | $ | 1,348,600 | | | | | $ | 1,270,000 | | |
| Audit-related fees | | | | $ | 744,779 | | | | | $ | 591,618 | | |
| Tax fees | | | | $ | 1,076,720 | | | | | $ | 717,597 | | |
| All other fees | | | | $ | 8,706 | | | | | $ | 0 | | |
| Total | | | | $ | 3,178,805 | | | | | $ | 2,579,215 | | |
In February 2020, the Audit Committee adopted new audit and non-audit services pre-approval procedures. Under these procedures, the
2022 Ansys Proxy Statement 25
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not occur.
26 2022 Ansys Proxy Statement
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| Name | | | Age | | | Title | |
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Ajei S. Gopal | | 62 | | | President and Chief Executive Officer | |||
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Rachel Pyles | | 40 | | | Senior Vice President and Chief Financial Officer | | ||
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Shane Emswiler | | 49 | | | Senior Vice President, Products | | ||
| Walt Hearn | | | 44 | | | Senior Vice President of Worldwide Sales and Customer Excellence | |
| Janet Lee | | 60 | | | Senior Vice President, General Counsel and Secretary | ||
financial planning and analytics since its spin-off from Fifth Third Bancorp in 2009.“Proposal “Proposal 1: Election of Three Class II Directors for Three-Year Terms– Continuing Directors Following the 2022 Annual Meeting.One-Year Terms – Director Nominees.”Nicole Anasenes 2021.February 2024. Previously, Ms. AnasenesPyles served as Vice President, Strategic Finance. Prior to that Ms. Pyles served as Senior Vice President, Finance, at financial technology solutions provider Fidelity National Information Services, Inc. (“FIS”), from July 2019 to April 2023, where she led the finance team for the merchant solutions segment. Ms. Pyles joined FIS through its acquisition of Ansyspayment processing provider Worldpay, Inc. in 2020July 2019. While at Worldpay and was a member of the Company’s Board of Directors from 2018 until 2020. From 2016 until 2020,its predecessors, Ms. Anasenes served as Chief Financial Officer and Chief Operating Officer of Squarespace, Inc., which sells subscription software to help customers establish and manage their online presence and stores. From 2013 to 2015, she served as Chief Financial Officer of Infor, a cloud application software company. Before joining Infor, from 2002 to 2013, she worked at IBM inPyles held various leadership positions in corporate finance, M&Afinance transformation, and market development.
of Ansys’ mechanical, fluids and electronics business units from 2017 until 2019. From 2010 until 2017, he served as Vice President and General Manager of Ansys’ electronics business unit. Prior to this, Mr. Emswiler served as Chief Financial Officer of Ansoft Corporation, a company acquired by Ansys in 2008.
Janet Lee
Richard Mahoneyhas served as Ansys’ Senior Vice President of Worldwide Sales
| | | 2024 Proxy Statement // 41 | |
Maria Shields has served as Ansys’ Senior Vice President of Administration since 2021. In December 2021, she notified the Company of her decision to resign, effective on April 1, 2022. She previously served as our Chief Financial Officer from 1998 until 2021 and served as an Ansys Vice President from 1998 until 2018, when she was promoted to Senior Vice President. Ms. Shields joined the Company in 1994 as Ansys’ Corporate Controller. Prior to joining the Company, Ms. Shields held various positions as a CPA with Deloitte & Touche LLP, including that of audit manager.
2022 Ansys Proxy Statement 27
COMPENSATION DISCUSSION AND ANALYSIS
Finance effective February 22, 2024, but will remain our employee until June 7, 2024 (following which date she will transition to providing consulting services to us until August 8, 2024 pursuant to a consulting agreement).
$5.99 for fiscal 2020. 2022. Non-GAAP diluted earnings per share was $7.37*$8.80* for fiscal 20212023 compared with $6.70*$7.99* for fiscal 2020.2022. ACV was $1.9 billion*$2,300.5 million*, an increase of 16%13% in both reported and constant currency when compared to fiscal 2020.2022. GAAP operating margin was 26.9% and 27.6%, non-GAAP operating margin was 41.4%42.6%* and deferred revenue and backlog was $1,257.9$1,472.6 million at December 31, 2021,2023, an increase of 30%4% over December 31, 2020.2022. Financial results included operating cash flowsflow of $549.5$717.1 million for 20212023 compared to $547.3$631.0 million for 2020.
Our three-year TSR was 180.62% for fiscal 2021 and compared favorably to all relative indices as set forth on page 6 of this proxy.
* Non-GAAP diluted earnings per share, non-GAAP operating margin and constant currency are non-GAAP measures. For additional information on non-GAAP diluted earnings per share, non-GAAP operating margin, and constant currency, please see Annex A: Non-GAAP Reconciliations. ACV is a metric we use to better understand the business. There is no GAAP measure comparable to ACV. For a description of ACV, see the section titled “Performance Metrics for 2021 PSU Awards” in this proxy statement.
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What We Do | | | What We Don’t Do | | |||||||||
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| Performance-based cash and equity incentives | | | | No “single trigger” change in control payments and benefits | | |||||||
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| Significant portion of executive compensation | | | | No post-termination | | |||||||
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| Stock ownership guidelines for directors and senior management | | | | No repricing or replacing of underwater options without stockholder approval | | |||||||
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| Caps on performance-based cash and equity incentive compensation | | | | No hedging or pledging of Company securities by directors, officers and employees | | |||||||
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| 100% independent directors on the Compensation Committee | | | | No current dividends paid on unvested equity awards | | |||||||
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| Independent compensation consultant engaged by the Compensation Committee | | | | No excessive risk-taking with compensation incentives | | |||||||
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| Limited perquisites | | | | | | | |
2022 Ansys Proxy Statement 29
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| Equity | |||||||
| Performance-Based Restricted Stock Units (PSUs) | |
| • Total stockholder return (TSR) PSUs: Objective performance measure based on TSR relative to the Nasdaq Composite Index over a three-year cumulative performance period
• Generally vest at the end of the three-year cumulative performance period, contingent upon continued employment through the end of such period
• Operating
• Generally vest at the end of the third one-year performance period, contingent upon continued employment through the end of such period | | |||
| Time-Based Restricted Stock Units (RSUs) | |
| • Generally vest over a three-year period while employed | | |||
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| Cash | | | Base Salary | |
| • Generally eligible for increases annually | |
| Performance Bonus | |
| • Target performance bonus ranges from
• May earn 0% to 200% of target bonus based on performance metrics of
• Cash bonuses paid annually, if earned | |
long-termlong- term success and enhance stockholder value based on
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•
30 2022 Ansys Proxy Statement
For 2021,2023, Dr. Gopal prepared an analysis for the Compensation Committee recommending each element of compensation to be paid to all other named executive officers. The Compensation Committee considered his recommendations, along with ana competitive market analysis fromprepared by Compensia, in approving the compensation of our other named executive officers.
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| 2023 Peer Group | | |||
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Akamai Technologies, Inc. | | Synopsys, Inc. | | ||
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Autodesk, Inc. | | The Trade Desk, Inc. | | ||
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Cadence Design Systems, Inc. | | Twilio Inc. | | ||
| |||||
| | Tyler Technologies, Inc. | |||
| |||||
HubSpot, Inc. | | | Veeva Systems, Inc. | ||
| |||||
Paycom Software, Inc. | | | Verisign, Inc. | | |
| PTC Inc. | | | VMware, Inc. | |
| ServiceNow, Inc. | | | Workday, Inc. | |
| Splunk Inc. | | | | |
•
While we
2022 Ansys Proxy Statement 31
| 46 // 2024 Proxy Statement | | | |
| ||
| ||
|
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% from 2020 Base salary increases reflect annual adjustments based on peer group market data provided by Compensia, the recommendations of Dr. Gopal (other than with respect to his own base salary), and individual performance. Mr. ●The officer’s role, level of responsibility, leadership and experience;●Employee retention;●Internal equity considerations;●External competitiveness of the officer’s base salary and overall total compensation (as compared to the peer group for similar positions, if applicable); and●Individual performance.20212023 annual base salaries for our named executive officers: Named
Executive
Officer 2023
Base
Salary % Increase
from
2022 % of
Peer
Group
Median Ajei S. Gopal $ 850,000 —% 100% Nicole Anasenes $ 469,872 3% 81% Shane Emswiler $ 403,454 3% 75% Walt Hearn $ 385,000 10% 73% Janet Lee $ 386,250 3% 72% Named Executive
Officer 2021 Base
Salary
Increase % of Peer
Group Median Ajei Gopal $825,000 0.0% 113% Nicole Anasenes $442,900 3.0% 84% Maria Shields $436,654 3.0% 96% Richard Mahoney $416,438 3.0% 83% Shane Emswiler $380,294 17.0% 84% Janet Lee $349,036 3.0% 73% Emswiler’s 2021Hearn’s 2023 base salary increase was intended to bringin connection with his salary more in line with market median.
| | | 2024 Proxy Statement // 47 | |
32 2022 Ansys Proxy Statement
beginning of 2021,2023, after considering the Board approved the performance objectives for the Company thatinput of our President & CEO and its independent compensation consultant, the Compensation Committee approved the Company’s 2023 annual compensation program metrics and Dr. Gopal used to designcash bonus opportunities for our named executive officers’ cash bonus opportunity for 2021. The Compensation Committee determined and approved both individual and Company metrics.
officers.
2021 Annual Incentive Plan: Metric Weighting | ||||||
| Non-GAAP Revenue | Non-GAAP Operating Income | Individual Results* | |||
CEO | 42.5% | 42.5% | 15% | |||
Other Named Executive Officers | 37.5% | 37.5% | 25% | |||
2021 Annual Incentive Plan: Financial Metric | ||||||
Non-GAAP Revenue Performance ($ in millions) | ||||||
Achievement Level | Amount | +/-Target | Payout as % of Target | |||
Maximum | $1,969.00 | 110% | 200% | |||
Target | $1,790.00 | 100% | 100% | |||
Threshold | $1,611.00 | 90% | 50% | |||
Non-GAAP Operating Income Performance ($ in millions) | ||||||
Achievement Level | Amount | +/-Target | Payout as % of Target | |||
Maximum | $797.50 | 110% | 200% | |||
Target | $725.00 | 100% | 100% | |||
Threshold | $652.50 | 90% | 50% |
*Performance ranges from 0-200% on this metric as determined by
Committee used individual performance measures as part of the basis for the annual performance-based cash bonus for our senior-most officers, the Compensation Committee removed this component in 2023. The individual performance measures remained in effect for Mr. Hearn and Ms. Lee through the first quarter of 2023 until both of their individual promotions on April 1, 2023.
| 2023 Annual Incentive Plan: Metric Weighting | | ||||||||||||
| | | | GAAP Revenue | | | Non-GAAP Operating Income | | ||||||
| CEO | | | | | 50.0% | | | | | | 50.0% | | |
| Other Named Executive Officers | | | | | 50.0%* | | | | | | 50.0%* | | |
| 2023 Annual Incentive Plan: Financial Metric | | ||||||||||||||||||
| GAAP Revenue Performance ($ in millions) | | ||||||||||||||||||
| Achievement Level | | | Amount | | | +/-Target | | | Payout as % of Target | | |||||||||
| Maximum | | | | $ | 2,208.0 | | | | | | 103% | | | | | | 200% | | |
| Target | | | | $ | 2,148.0 | | | | | | 100% | | | | | | 100% | | |
| Threshold | | | | $ | 2,088.0 | | | | | | 97% | | | | | | 50% | | |
| Non-GAAP Operating Income Performance ($ in millions) | | ||||||||||||||||||
| Achievement Level | | | Amount | | | +/-Target | | | Payout as % of Target | | |||||||||
| Maximum | | | | $ | 936.0 | | | | | | 104% | | | | | | 200% | | |
| Target | | | | $ | 896.0 | | | | | | 100% | | | | | | 100% | | |
| Threshold | | | | $ | 856.0 | | | | | | 96% | | | | | | 50% | | |
Non-GAAP revenue is calculated in accordance with GAAP for the year ended December 31, 2021, and then adjusted to include revenue not reported during the period as a result of the acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations. For the purpose of calculating performance forresults in the framework of our compensation non-GAAPprogram, GAAP revenue is further adjusted to reflect results at planned foreign currency exchange rates.
The individual results are determined for each of our named executive officers by using qualitative goals that are established at the beginning of the fiscal year. The Compensation Committee reviews**
2022 Ansys Proxy Statement 33
| 48 // 2024 Proxy Statement | | | |
Named Executive Officer | 2021 Salary | 2021 Target Cash Bonus Opportunity* | Total Target Cash Compensation Peer Median | ||||||||||||
Ajei Gopal | 125% | $1,031,250 | 103% | ||||||||||||
Nicole Anasenes | 75% | $329,756 | 80% | ||||||||||||
Maria Shields | 75% | $325,106 | 94% | ||||||||||||
Richard Mahoney | 100% | $413,406 | 83% | ||||||||||||
Shane Emswiler | 75% | $274,860 | 80% | ||||||||||||
Janet Lee | 60% | $207,897 | 67% |
| Named Executive Officer | | | 2023 Target Bonus as % of Salary | | | 2023 Target Cash Bonus Opportunity* | | | Total Target Cash Compensation Compared to Peer Median | | |||||||||
| Ajei S. Gopal | | | | | 150% | | | | | $ | 1,275,000 | | | | | | 106% | | |
| Nicole Anasenes | | | | | 75% | | | | | $ | 349,874 | | | | | | 77% | | |
| Shane Emswiler | | | | | 75% | | | | | $ | 300,417 | | | | | | 65% | | |
| Walt Hearn | | | | | 75% | | | | | $ | 282,277 | | | | | | 64% | | |
| Janet Lee | | | | | 75% | | | | | $ | 287,607 | | | | | | 82% | | |
2021
2021 Executive Incentive Plan: Metrics | ||||
Non-GAAP Revenue Performance ($ in millions) | ||||
Target Amount | Achievement Amount | +/- Target | ||
$1,790.0 | $1,933.4 | 108.0% | ||
Non-GAAP Operating Income Performance ($ in millions) | ||||
Target Amount | Achievement Amount | +/- Target | ||
$725.0 | $808.1 | 110.0%* |
*Actual performance is 111% but capped at 110%.
| 2023 Executive Incentive Plan: Metrics | | ||||||
| GAAP Revenue Performance ($ in millions) | | ||||||
| Target Amount | | | Achievement Amount | | | +/- Target | |
| $2,148.0 | | | $2,201.8 | | | 102.5% | |
| Non-GAAP Operating Income Performance ($ in millions) | | ||||||
| Target Amount | | | Achievement Amount | | | +/- Target | |
| $896.0 | | | $930.9 | | | 103.9% | |
34 2022 Ansys Proxy Statement
Named Executive Officer | Metric | Weighting | Achievement Level | Payout as % of Target | Weighted Achievement | Total Payout as % of Target | ||||||
Ajei Gopal | Non-GAAP Revenue | 42.5% | 108.0% | 180.1% | 76.6% | 191.6% | ||||||
Non-GAAP Operating Income | 42.5% | 110.0% | 200.0% | 85.0% | ||||||||
Individual | 15.0% | * | 200.0% | 30.0% | ||||||||
Nicole Anasenes | Non-GAAP Revenue | 37.5% | 108.0% | 180.1% | 67.6% | 192.6% | ||||||
Non-GAAP Operating | 37.5% | 110.0% | 200.0% | 75.0% | ||||||||
Individual | 25.0% | * | 200.0% | 50.0% | ||||||||
Maria Shields | Non-GAAP Revenue | 37.5% | 108.0% | 180.1% | 67.6% | 173.8% | ||||||
Non-GAAP Operating Income | 37.5% | 110.0% | 200.0% | 75.0% | ||||||||
Individual | 25.0% | * | 125.0% | 31.2% | ||||||||
Richard Mahoney | Non-GAAP Revenue | 37.5% | 108.0% | 180.1% | 67.6% | 192.6% | ||||||
Non-GAAP Operating Income | 37.5% | 110.0% | 200.0% | 75.0% | ||||||||
Individual | 25.0% | * | 200.0% | 50.0% | ||||||||
Shane Emswiler | Non-GAAP Revenue | 37.5% | 108.0% | 180.1% | 67.6% | 180.1% | ||||||
Non-GAAP Operating Income | 37.5% | 110.0% | 200.0% | 75.0% | ||||||||
Individual | 25.0% | * | 150.0% | 37.5% | ||||||||
Janet Lee | Non-GAAP Revenue | 37.5% | 108.0% | 180.1% | 67.6% | 180.1% | ||||||
Non-GAAP Operating Income | 37.5% | 110.0% | 200.0% | 75.0% | ||||||||
Individual | 25.0% | * | 150.0% | 37.5% |
| Named Executive Officer | | | Metric | | | Weighting | | | Achievement Level | | | Payout as % of Target | | | Weighted Achievement Level | | | Total Payout as % of Target | | |||||||||||||||
| Ajei S. Gopal | | | GAAP Revenue | | | | | 50.0% | | | | | | 102.5% | | | | | | 189.6% | | | | | | 94.8 | | | | | | 188.4% | | |
| Non-GAAP Operating Income | | | | | 50.0% | | | | | | 103.9% | | | | | | 187.3% | | | | | | 93.6 | | | | | | | | | |||
| Nicole Anasenes | | | GAAP Revenue | | | | | 50.0% | | | | | | 102.5% | | | | | | 189.6% | | | | | | 94.8 | | | | | | 188.4% | | |
| Non-GAAP Operating Income | | | | | 50.0% | | | | | | 103.9% | | | | | | 187.3% | | | | | | 93.6 | | | | | | | | | |||
| Shane Emswiler | | | GAAP Revenue | | | | | 50.0% | | | | | | 102.5% | | | | | | 189.6% | | | | | | 94.8 | | | | | | 188.4% | | |
| Non-GAAP Operating Income | | | | | 50.0% | | | | | | 103.9% | | | | | | 187.3% | | | | | | 93.6 | | | | | | | | | |||
| Walt Hearn | | | GAAP Revenue | | | | | 46.8% | | | | | | 102.5% | | | | | | 189.6% | | | | | | 88.7 | | | | | | 186.6% | | |
| Non-GAAP Operating Income | | | | | 46.8% | | | | | | 103.9% | | | | | | 187.3% | | | | | | 87.7 | | | | | | | | | |||
| Individual* | | | | | 6.4% | | | | | | | | | | | | 157.8% | | | | | | 10.2 | | | | | | | | | |||
| Janet Lee | | | GAAP Revenue | | | | | 46.8% | | | | | | 102.5% | | | | | | 189.6% | | | | | | 88.7 | | | | | | 186.5% | | |
| Non-GAAP Operating Income | | | | | 46.8% | | | | | | 103.9% | | | | | | 187.3% | | | | | | 87.7 | | | | | | | | | |||
| Individual* | | | | | 6.4% | | | | | | | | | | | | 159.3% | | | | | | 10.1 | | | | | | | | |
2022 Ansys Proxy Statement 35
| | | 2024 Proxy Statement // 49 | |
Named Executive Officer | 2021 Cash Bonus Paid | 2021 Cash Bonus Paid as % of Salary* | 2021 Cash Bonus Paid as % of Target* | ||||||||||||
Ajei Gopal | $1,975,720 | 239.5% | 191.6% | ||||||||||||
Nicole Anasenes | $635,028 | 144.4% | 192.6% | ||||||||||||
Maria Shields | $565,115 | 130.4% | 173.8% | ||||||||||||
Richard Mahoney | $796,116 | 192.6% | 192.6% | ||||||||||||
Shane Emswiler | $494,954 | 135.1% | 180.1% | ||||||||||||
Janet Lee | $374,370 | 108.0% | 180.1% |
| Named Executive Officer | | | 2023 Cash Bonus Paid | | | 2023 Cash Bonus Paid as % of Salary* | | | 2023 Cash Bonus Payout as % of Target* | | |||||||||
| Ajei S. Gopal | | | | $ | 2,402,483 | | | | | | 282.6% | | | | | | 188.4% | | |
| Nicole Anasenes | | | | $ | 659,267 | | | | | | 141.3% | | | | | | 188.4% | | |
| Shane Emswiler | | | | $ | 566,078 | | | | | | 141.3% | | | | | | 188.4% | | |
| Walt Hearn | | | | $ | 526,807 | | | | | | 140.0% | | | | | | 186.6% | | |
| Janet Lee | | | | $ | 536,492 | | | | | | 139.9% | | | | | | 186.5% | | |
The Compensation Committee, in consultation with our CEO (other than with respect to his own
are based on metrics related to the Company’s financial performance (the “Operating Metric PSUs”).
36 2022 Ansys Proxy Statement
For purposes of illustration, the performance assessment is as follows:
Sample Ansys Total Shareholder Return | Sample Performance Measurement Index | Difference between Sample Ansys TSR and Index | 2021 Performance Multiplier | ||||||||||||
40 | 15 | +25 | 200% | ||||||||||||
40 | 30 | +10 | 140% | ||||||||||||
40 | 40 | 0 | 100% | ||||||||||||
40 | 42 | -2 | 94% | ||||||||||||
40 | 56 | -16 | 52% | ||||||||||||
40 | 65 | -25 | 25% | ||||||||||||
40 | 70 | -30 | 0% | ||||||||||||
-10 | -20 | +10 | 100% | ||||||||||||
-10 | -5 | -5 | 85% |
| 50 // 2024 Proxy Statement | | | |
| Sample Ansys Total Stockholder Return | | | Sample Performance Measurement Index | | | Difference between Sample Ansys TSR and Index | | | 2023 Performance Multiplier | |
| 40 | | | 15 | | | +25 | | | 200% | |
| 40 | | | 30 | | | +10 | | | 140% | |
| 40 | | | 40 | | | 0 | | | 100% | |
| 40 | | | 42 | | | -2 | | | 94% | |
| 40 | | | 56 | | | -16 | | | 52% | |
| 40 | | | 65 | | | -25 | | | 25% | |
| 40 | | | 70 | | | -30 | | | 0% | |
| -10 | | | -20 | | | +10 | | | 100% | |
| -10 | | | -5 | | | -5 | | | 85% | |
For the Operating Metric PSUs, three, one-year sub-performance periods are used to measure performance against annual goals that are determined by the Compensation Committee at the beginning of the relevant year. At the end of each sub-performance period, performance against the pre-established goals is measured and certified. Earned shares for each one-year sub-performance period will vest at the end of the three-year performance period, with payment being contingent upon the named executive officer’s continued employment through the vesting date.
Adjusted
| | | 2024 Proxy Statement // 51 | |
Adjusted ACV
| < 1,660.0
| 1,660.0
| 1,677.5
| 1,695.0
| 1,712.5
| 1,730.0
| 1,738.7
| 1,747.3
| 1,756.0
| 1,764.6
| 1,773.3
| |||||||||||||
Non-GAAP Operating Cash Flows ($ in millions) | $521.0 | 0% | 70% | 85% | 100% | 125% | 150% | 175% | 175% | 175% | 200% | 200% | ||||||||||||
$503.0 | 0% | 55% | 70% | 85% | 100% | 125% | 150% | 175% | 175% | 200% | 200% | |||||||||||||
$485.0 | 0% | 40% | 55% | 70% | 85% | 100% | 125% | 150% | 175% | 200% | 200% | |||||||||||||
$467.0 | 0% | 36% | 50% | 63% | 77% | 90% | 125% | 150% | 175% | 200% | 200% | |||||||||||||
$449.0 | 0% | 32% | 44% | 56% | 68% | 80% | 112% | 135% | 175% | 200% | 200% | |||||||||||||
$431.0 | 0% | 24% | 33% | 42% | 51% | 60% | 100% | 120% | 157% | 180% | 200% | |||||||||||||
$413.0 | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 140% | 160% | 180% |
2022 Ansys Proxy Statement 37
| Adjusted ACV ($ in millions) | | | 2,073 | | | 2,083 | | | 2,092 | | | 2,102 | | | 2,112 | | | 2,122 | | | 2,132 | | | 2,142 | | | 2,152 | | | 2,161 | | | 2,171 | | | 2,181 | | | 2,191 | | | 2,201 | | | 2,211 | | | 2,221 | | | 2,231 | | | 2,240 | | | 2,250 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted Unlevered Operating Cash Flow ($ in millions) | | | | | 723 | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | |
| | | 719 | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | |||
| | | 714 | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | |||
| | | 710 | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | |||
| | | 705 | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | |||
| | | 701 | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | |||
| | | 696 | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | | | | 200% | | | |||
| | | 692 | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | | | | 200% | | | |||
| | | 687 | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | | | | 200% | | | |||
| | | 683 | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | | | | 180% | | | |||
| | | 679 | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | | | | 165% | | | |||
| | | 674 | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | | | | 150% | | | |||
| | | 670 | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | | | | 135% | | | |||
| | | 665 | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | | | | 120% | | | |||
| | | 661 | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | | | | 115% | | | |||
| | | 656 | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | | | | | 110% | | | |||
| | | 651 | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | —% | | | | | | 20% | | | | | | 35% | | | | | | 50% | | | | | | 65% | | | | | | 80% | | | | | | 85% | | | | | | 90% | | | | | | 95% | | | | | | 100% | | | | | | 105% | | |
above.2021based on performance against metrics related to the Company’s financial performance (ACV and non-GAAP operating cash flows, each as adjusted)Operating Metric PSUs and 20% of which are based on performance against the Company’s three-year relative TSR. Named Executive
Officer# of RSUs
Received in
2021
(at target) # of PSUs
Received
in 2021
(at target) Ajei Gopal 22,701 22,701 Nicole Anasenes 5,341 5,341 Maria Shields 3,538 3,538 Richard Mahoney 6,676 6,676 Shane Emswiler 6,810 6,810 Janet Lee 2,270 2,270 In addition, in 2021, Ms. Lee was granted 565 additional incremental Operating MetricTSR PSUs relating to the 2020 tranche of her 2018, 2019, and 2020 Operating Metric PSU awards, the terms and performance results of which areas described in our 2021 proxy statement filed with the SEC. The 2018 Operating Metric PSUs and the 2019 Operating Metric PSUs were paid out following the end of three-year periods ended December 31, 2020 and December 31, 2021, respectively (as described below for the 2019 Operating Metric PSUs). The 2020 Operating Metric PSUs will pay out at the end of a three-year period ending December 31, 2022, subject to continued employment. Named Executive
Officer # of
RSUs
Received
in 2023 # of
PSUs
Received
in 2023
(at target) Ajei S. Gopal 34,576 34,576 Nicole Anasenes 10,727 10,727 Shane Emswiler 9,752 9,751 Walt Hearn 7,801 7,801 Janet Lee 5,053 5,052 20212023 TSR PSUs are based on our TSR as compared to the return of the Index at the
2025. Ms. Anasenes is expected to forfeit her 2023 TSR PSUs in connection with her departure from the Company in 2024.
2021 Ms. Anasenes is expected to forfeit her 2023 Operating Metric PSUs in connection with her departure from the Company in 2024.
| 52 // 2024 Proxy Statement | | | |
20192021 and 20202022 PSU Awards
| Beginning Average | Ending Average | Result | ||||||||||||
Ansys TSR | $143.65 | $401.85 | 179.75% | ||||||||||||
Index TSR | $6,558.24 | $15,547.27 | 137.06% |
| | | | Beginning Average | | | Ending Average | | | Result | | |||||||||
| Ansys TSR | | | | $ | 359.98 | | | | | $ | 329.38 | | | | | | (8.5)% | | |
| Index TSR | | | | $ | 12,815.46 | | | | | $ | 14,973.70 | | | | | | 16.8% | | |
0% of target for the 2021 TSR PSUs.
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
payout of 0% of target (and therefore no shares) for the 2021 TSR PSUs for each of the named executive officers.
| ||||||||
Named Executive Officer | | | Number of Shares of Common Stock | | ||||
| Ajei S. Gopal | | | | | 36,322 | | |
| Nicole Anasenes |
| | | | 8,546 | | |
| Shane Emswiler | | | | | 10,896 | | |
| Walt Hearn |
| | | | 2,136 | | |
| ||||||||
|
| |||||||
|
| |||||||
|
| |||||||
Janet Lee | |
| | | 3,632 | | |
38 2022 Ansys Proxy Statement
For the 20202022 Operating Metric PSU awards, the 20212023 second sub-performance period was earned at 200% based on the performance scale described above. The underlying shares for the second sub-performance period will vest three years from the grant datebe earned on December 31, 2024, contingent upon the named executive officer’s continued employment through such date and certification of the vesting date.
performance results. Ms. Anasenes is expected to forfeit her 2022 Operating Metric PSUs in connection with her departure from Ansys in 2024.
| | | 2024 Proxy Statement // 53 | |
| |||||
Executive Officer Stock Ownership Guidelines | | ||||
| |||||
Chief Executive Officer | | | 5x Annual Salary | | |
| |||||
Senior Vice Presidents | | | 3x Annual Salary | |
| Executive Officer Stock Ownership Guidelines | | |||
| |||||
Vice Presidents (Executive) | | | 2x Annual Salary | | |
| |||||
Equity Counted towards Requirement | | | common stock owned through direct purchase or vesting of equity compensation | | |
| |||||
Timeframe for Compliance | | | 5 years | |
Delegation Authority
Under
| 54 // 2024 Proxy Statement | | | |
exchange funds), or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities that are (i) granted to them by us as part of their compensation or (ii) held, directly or indirectly, by them.
| | | 2024 Proxy Statement // 55 | |
2022 Ansys Proxy Statement 39
contribution as follows: a dollar-for-dollar match for the first 3% an employee contributes to their 401(k) account, and a 25% match on the next 5% an employee contributes, for a maximum matching payment by us of 4.25%. All executives are eligible to participate in the retirement plans offered generally to employees in the location where they are employed.
Dr. Gopal has agreed to be subject to certain non-competition, non-solicitation and non-hire provisions during the term of his employment and for 24 months following the termination of his employment, subject to certain limited exceptions.
In addition, the Gopal Agreement now provides for payment to Mr. Gopal for certain costs related to certain disputes, enforcement actions or tax audits or proceedings, as well as for up to six years of indemnification for Mr. Gopal under the Company’s organizational documents, indemnification agreements and insurance coverage, as permitted by applicable law, and includes customary clawback terms and provisions. Mr. Gopal was reimbursed for $25,000 in reasonable legal costs relating to the consideration and negotiation of the amendment and restatement, and the Company agreed to use its reasonable best efforts to have Mr. Gopal nominated for election as a
| 56 // 2024 Proxy Statement | | | |
On February 17,
Agreement, and Ms. Anasenes) chosen for participation by the CEO or the Compensation Committee and who acknowledge their participation in the Executive Severance Plan (including its clawback provisions).
employment with performance awards deemed earned at target levels.
40 2022 Ansys Proxy Statement
| | | 2024 Proxy Statement // 57 | |
Anil Chakravarthy
Glenda M. Dorchak
Ronald W. Hovsepian
Ravi K. Vijayaraghavan
| 58 // 2024 Proxy Statement | | | |
|
|
|
2024 Proxy Statement // 59 |
2022 Ansys Proxy Statement 41
FISCAL 2021 COMPENSATION TABLES
(1)
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)1 | | | Stock Awards ($)2 | | | Non-Equity Incentive Plan Compensation ($)3 | | | All Other Compensation ($)4 | | | Total | | |||||||||||||||||||||
| Ajei S. Gopal, President and Chief Executive Officer | | | | | 2023 | | | | | $ | 850,000 | | | | | $ | 0 | | | | | $ | 21,312,677 | | | | | $ | 2,402,483 | | | | | $ | 68,631 | | | | | $ | 24,633,791 | | |
| | | 2022 | | | | | $ | 843,750 | | | | | $ | 312,609 | | | | | $ | 18,915,491 | | | | | $ | 1,771,876 | | | | | $ | 28,772 | | | | | $ | 21,872,498 | | | |||
| | | 2021 | | | | | $ | 825,000 | | | | | $ | 309,375 | | | | | $ | 15,431,959 | | | | | $ | 1,666,345 | | | | | $ | 27,955 | | | | | $ | 18,260,634 | | | |||
| Nicole Anasenes, Former Senior Vice President and Chief Financial Officer | | | | | 2023 | | | | | $ | 466,498 | | | | | $ | 0 | | | | | $ | 6,301,065 | | | | | $ | 659,267 | | | | | $ | 29,835 | | | | | $ | 7,456,665 | | |
| | | 2022 | | | | | $ | 452,865 | | | | | $ | 140,275 | | | | | $ | 4,190,965 | | | | | $ | 419,381 | | | | | $ | 28,772 | | | | | $ | 5,232,258 | | | |||
| | | 2021 | | | | | $ | 439,675 | | | | | $ | 164,878 | | | | | $ | 2,495,961 | | | | | $ | 470,150 | | | | | $ | 27,705 | | | | | $ | 3,598,369 | | | |||
| Shane Emswiler, Senior Vice President, Products | | | | | 2023 | | | | | $ | 400,556 | | | | | $ | 0 | | | | | $ | 5,950,946 | | | | | $ | 566,078 | | | | | $ | 13,050 | | | | | $ | 6,930,630 | | |
| | | 2022 | | | | | $ | 388,851 | | | | | $ | 120,447 | | | | | $ | 4,784,231 | | | | | $ | 360,100 | | | | | $ | 11,987 | | | | | $ | 5,665,616 | | | |||
| | | 2021 | | | | | $ | 366,480 | | | | | $ | 103,072 | | | | | $ | 4,341,080 | | | | | $ | 391,882 | | | | | $ | 11,650 | | | | | $ | 5,214,164 | | | |||
| Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | | | | | 2023 | | | | | $ | 376,369 | | | | | $ | 28,797 | | | | | $ | 4,596,757 | | | | | $ | 498,010 | | | | | $ | 28,221 | | | | | $ | 5,528,154 | | |
| | | 2022 | | | | | $ | 340,000 | | | | | $ | 391,908 | | | | | $ | 4,162,380 | | | | | $ | 0 | | | | | $ | 20,391 | | | | | $ | 4,914,679 | | | |||
| | | 2021 | | | | | $ | 275,000 | | | | | $ | 313,657 | | | | | $ | 846,802 | | | | | $ | 0 | | | | | $ | 16,717 | | | | | $ | 1,452,176 | | | |||
| Janet Lee, Senior Vice President, General Counsel and Secretary | | | | | 2023 | | | | | $ | 383,476 | | | | | $ | 29,054 | | | | | $ | 2,954,208 | | | | | $ | 507,438 | | | | | $ | 29,835 | | | | | $ | 3,904,011 | | |
| | | 2022 | | | | | $ | 368,509 | | | | | $ | 91,316 | | | | | $ | 2,231,789 | | | | | $ | 273,010 | | | | | $ | 28,772 | | | | | $ | 2,993,396 | | | |||
| | | 2021 | | | | | $ | 346,495 | | | | | $ | 77,961 | | | | | $ | 2,034,172 | | | | | $ | 296,409 | | | | | $ | 27,493 | | | | | $ | 2,782,530 | | |
(2)
Name | 2021 TSR PSU Award | 2021 Operating Metric PSU Award – 2021 Tranche | 2020 Operating Metric PSU Award – 2021 Tranche | 2019 Operating Metric PSU Award – 2021 Tranche | ||||
Ajei Gopal | $2,168,940 | $4,526,796 | $4,475,194 | $5,170,704 | ||||
Nicole Anasenes | $510,226 | $1,064,952 | – | – | ||||
Maria Shields | $337,762 | $705,232 | $1,091,876 | $1,723,069 | ||||
Richard Mahoney | $637,783 | $1,331,190 | $1,252,666 | $1,953,410 | ||||
Shane Emswiler | $650,682 | $1,358,114 | $1,109,824 | $1,207,046 | ||||
Janet Lee * | $216,894 | $452,456 | $572,861 | $919,868 |
* For Ms. Lee’s additional incremental Operating Metric PSUs granted in 2021, the value assuming the highest level of performance condition achievement is included in the Summary Compensation Table (2021, 2020, and 2019).
| Name | | | 2023 TSR PSU Award | | | 2023 Operating Metric PSU Award – 2023 Tranche | | | 2022 Operating Metric PSU Award – 2023 Tranche | | | 2021 Operating Metric PSU Award – 2023 Tranche | | ||||||||||||
| Ajei S. Gopal | | | | $ | 6,253,096 | | | | | $ | 5,723,223 | | | | | $ | 5,427,751 | | | | | $ | 3,758,581 | | |
| Nicole Anasenes | | | | $ | 1,939,681 | | | | | $ | 1,775,316 | | | | | $ | 1,343,902 | | | | | $ | 884,555 | | |
| Shane Emswiler | | | | $ | 1,763,346 | | | | | $ | 1,613,924 | | | | | $ | 1,343,902 | | | | | $ | 1,127,264 | | |
| Walt Hearn | | | | $ | 1,410,677 | | | | | $ | 1,291,139 | | | | | $ | 1,428,943 | | | | | $ | 220,983 | | |
| Janet Lee | | | | $ | 913,323 | | | | | $ | 836,137 | | | | | $ | 646,190 | | | | | $ | 376,168 | | |
(3)
(4) 2021
| 60 // 2024 Proxy Statement | | | |
| Name | | | Grant Date | | | Compensation Committee Approval Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock Or Units (#) | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | Exercise or Base Price of Option Award ($/Sh) | | | Grant Date Fair Value of Stock and Option Awards ($)7 | | ||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Ajei S. Gopal, President and Chief Executive Officer | | | | | 1 | | | | | | 2/12/23 | | | | | $ | 637,500 | | | | | $ | 1,275,000 | | | | | $ | 2,550,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/3/20232 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,844 | | | | | | 9,220 | | | | | | 18,440 | | | | | | | | | | | | | | | | | $ | 2,861,611 | | | |||
| | | 3/3/20233 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,729 | | | | | | 6,915 | | | | | | 13,830 | | | | | | | | | | | | | | | | | $ | 3,126,548 | | | |||
| | | 3/3/20234 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 34,576 | | | | | | | | | | | $ | 10,731,353 | | | |||
| | | 3/3/20225 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,749 | | | | | | 8,744 | | | | | | 17,488 | | | | | | | | | | | | | | | | | $ | 2,713,875 | | | |||
| | | 3/3/20216 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 1,211 | | | | | | 6,055 | | | | | | 12,110 | | | | | | | | | | | | | | | | | $ | 1,879,290 | | | |||
| Nicole Anasenes, Former Senior Vice President and Chief Financial Officer8 | | | | | 1 | | | | | | 2/12/23 | | | | | $ | 174,937 | | | | | $ | 349,874 | | | | | $ | 699,748 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/3/20232 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 572 | | | | | | 2,860 | | | | | | 5,720 | | | | | | | | | | | | | | | | | $ | 887,658 | | | |||
| | | 3/3/20233 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 536 | | | | | | 2,145 | | | | | | 4,290 | | | | | | | | | | | | | | | | | $ | 969,840 | | | |||
| | | 3/3/20234 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,727 | | | | | | | | | | | $ | 3,329,339 | | | |||
| | | 3/3/20225 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 433 | | | | | | 2,165 | | | | | | 4,330 | | | | | | | | | | | | | | | | | $ | 671,951 | | | |||
| | | 3/3/20216 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 285 | | | | | | 1,425 | | | | | | 2,850 | | | | | | | | | | | | | | | | | $ | 442,277 | | | |||
| Shane Emswiler, Senior Vice President, Products | | | | | 1 | | | | | | 2/12/23 | | | | | $ | 150,209 | | | | | $ | 300,417 | | | | | $ | 600,834 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/3/20232 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 520 | | | | | | 2,600 | | | | | | 5,200 | | | | | | | | | | | | | | | | | $ | 806,962 | | | |||
| | | 3/3/20233 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 488 | | | | | | 1,950 | | | | | | 3,900 | | | | | | | | | | | | | | | | | $ | 881,673 | | | |||
| | | 3/3/20234 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,752 | | | | | | | | | | | $ | 3,026,728 | | | |||
| | | 3/3/20225 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 433 | | | | | | 2,165 | | | | | | 4,330 | | | | | | | | | | | | | | | | | $ | 671,951 | | | |||
| | | 3/3/20216 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 363 | | | | | | 1,816 | | | | | | 3,632 | | | | | | | | | | | | | | | | | $ | 563,632 | | | |||
| Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | | | | | 1 | | | | | | 2/12/23 | | | | | $ | 132,106 | | | | | $ | 264,211 | | | | | $ | 528,422 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/3/20232 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 416 | | | | | | 2,080 | | | | | | 4,160 | | | | | | | | | | | | | | | | | $ | 645,570 | | | |||
| | | 3/3/20233 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 390 | | | | | | 1,560 | | | | | | 3,120 | | | | | | | | | | | | | | | | | $ | 705,338 | | | |||
| | | 3/3/20234 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,801 | | | | | | | | | | | $ | 2,421,196 | | | |||
| | | 6/1/20225 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 315 | | | | | | 1,573 | | | | | | 3,146 | | | | | | | | | | | | | | | | | $ | 488,212 | | | |||
| | | 3/3/20225 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 146 | | | | | | 728 | | | | | | 1,456 | | | | | | | | | | | | | | | | | $ | 225,949 | | | |||
| | | 3/3/20216 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 71 | | | | | | 356 | | | | | | 712 | | | | | | | | | | | | | | | | | $ | 110,492 | | | |||
| Janet Lee, Senior Vice President, General Counsel and Secretary | | | | | 1 | | | | | | 2/12/23 | | | | | $ | 134,600 | | | | | $ | 269,200 | | | | | $ | 538,400 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/3/20232 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 269 | | | | | | 1,347 | | | | | | 2,694 | | | | | | | | | | | | | | | | | $ | 418,068 | | | |||
| | | 3/3/20233 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 253 | | | | | | 1,010 | | | | | | 2,020 | | | | | | | | | | | | | | | | | $ | 456,661 | | | |||
| | | 3/3/20234 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,053 | | | | | | | | | | | $ | 1,568,300 | | | |||
| | | 3/3/20225 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 208 | | | | | | 1,041 | | | | | | 2,082 | | | | | | | | | | | | | | | | | $ | 323,095 | | | |||
| | | 3/3/20216 | | | | | | 2/12/23 | | | | | | | | | | | | | | | | | | | | | | | | 121 | | | | | | 606 | | | | | | 1,212 | | | | | | | | | | | | | | | | | $ | 188,084 | | |
42 2022 Ansys Proxy Statement
(1)1
(2) The actual cash payout for 2023 of the Performance Based Cash Bonus that is tied to Company financial performance metrics is disclosed in the Fiscal 2023 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.
(3)
(4)
(5)the grant, with the remaining two-thirds vesting quarterly over the next eight quarters (two years).
| | | 2024 Proxy Statement // 61 | |
2022 Ansys Proxy Statement 43
(6) Amount represents a grant of Operating Metric PSUs under the Predecessor Plan for which the operating metric goals are established in the first quarter of each year within the three-year performance period. The Compensation Committee established adjusted ACV with an adjusted non-GAAP operating cash flows modifier as the operating metric goal for the 2021 tranche of the 2019 PSU awards on February 16, 2021.
(7)
(8) Amount represents a grant of
Footnotes on following page.
44 2022 Ansys Proxy Statement
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2021 TABLE | ||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares That | Market Value of Shares or Units of Stock That | Equity Incentive Plan Awards: Number of Unearned Shares Units or Other Rights That Have Not | Equity Incentive Plan Awards: Market or Payout or Other That | |||||||||||
Richard Mahoney, Senior Vice President, Worldwide sales and Customer Excellence | 3,265 | 1,309,657 | (3) | |||||||||||||||||
4,189 | 1,680,292 | (4) | ||||||||||||||||||
6,676 | 2,677,877 | (5) | ||||||||||||||||||
11,960 | 4,797,395 | (6) | ||||||||||||||||||
3,918 | 1,571,588 | (7) | ||||||||||||||||||
24,406 | 9,789,735 | (8) | ||||||||||||||||||
4,739 | 1,900,908 | 3,352 | 1,344,554 | (9) | ||||||||||||||||
2,512 | 1,007,613 | (10) | ||||||||||||||||||
3,560 | 1,427,987 | 7,122 | 2,856,777 | (11) | ||||||||||||||||
2,670 | 1,070,990 | (12) | ||||||||||||||||||
Shane Emswiler, Senior Vice President, Products | 2,017 | 809,059 | (3) | |||||||||||||||||
773 | 310,066 | (13) | ||||||||||||||||||
3,710 | 1,488,155 | (4) | ||||||||||||||||||
6,810 | 2,731,627 | (5) | ||||||||||||||||||
7,388 | 2,963,475 | (6) | ||||||||||||||||||
2,420 | 970,710 | (7) | ||||||||||||||||||
24,406 | 9,789,735 | (8) | ||||||||||||||||||
4,197 | 1,683,501 | 2,968 | 1,190,524 | (9) | ||||||||||||||||
2,224 | 892,091 | (10) | ||||||||||||||||||
3,632 | 1,456,868 | 7,264 | 2,913,736 | (11) | ||||||||||||||||
2,724 | 1,092,651 | (12) | ||||||||||||||||||
Janet Lee, Vice President, General Counsel and Secretary | 1,537 | 616,521 | (3) | |||||||||||||||||
1,915 | 768,145 | (4) | ||||||||||||||||||
2,270 | 910,542 | (5) | ||||||||||||||||||
5,841 | 2,342,942 | (6) | ||||||||||||||||||
1,844 | 739,665 | (7) | ||||||||||||||||||
2,297 | 921,373 | 1,532 | 614,516 | (9) | ||||||||||||||||
1,148 | 460,486 | (10) | ||||||||||||||||||
1,210 | 485,355 | 2,422 | 971,513 | (11) | ||||||||||||||||
908 | 364,217 | (12) | ||||||||||||||||||
342 | 137,183 | (17) |
(1)
| 62 // 2024 Proxy Statement | | | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)1 | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)1 | | |||||||||||||||||||||
| Ajei S. Gopal, President and Chief Executive Officer | | | | | 92,018 | | | | | | | | | | | | 95.09 | | | | | | 8/31/2026 | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 7,567 | | | | | | 2,745,913 | | | | | | | | | | | | 3 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 21,862 | | | | | | 7,933,283 | | | | | | | | | | | | 4 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 34,576 | | | | | | 12,546,939 | | | | | | | | | | | | 5 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 36,322 | | | | | | 13,180,527 | | | | | | | | | | | | 6 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | $ | — | | | | | | | | | | | | 7 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 34,976 | | | | | | 12,692,091 | | | | | | 17,490 | | | | | | 6,346,7718 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,116 | | | | | | 4,759,5349 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 18,440 | | | | | | 6,691,507 | | | | | | 36,882 | | | | | | 13,383,74010 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,830 | | | | | | 5,018,63011 | | | |||
| Nicole Anasenes, Former Senior Vice President and Chief Financial Officer15 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,781 | | | | | | 646,289 | | | | | | | | | | | | 3 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 5,413 | | | | | | 1,964,269 | | | | | | | | | | | | 4 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 10,727 | | | | | | 3,892,614 | | | | | | | | | | | | 5 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 8,546 | | | | | | 3,101,172 | | | | | | | | | | | | 6 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | $ | — | | | | | | | | | | | | 7 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 8,660 | | | | | | 3,142,541 | | | | | | 4,330 | | | | | | 1,571,2708 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,246 | | | | | | 1,177,9089 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 5,720 | | | | | | 2,075,674 | | | | | | 11,444 | | | | | | 4,152,79910 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,290 | | | | | | 1,556,75511 | | | |||
| Shane Emswiler, Senior Vice President, Products | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,270 | | | | | | 823,738 | | | | | | | | | | | | 3 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 5,413 | | | | | | 1,964,269 | | | | | | | | | | | | 4 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 9,752 | | | | | | 3,538,806 | | | | | | | | | | | | 5 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 10,896 | | | | | | 3,953,940 | | | | | | | | | | | | 6 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | $ | — | | | | | | | | | | | | 7 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 8,660 | | | | | | 3,142,541 | | | | | | 4,330 | | | | | | 1,571,2708 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,246 | | | | | | 1,177,9089 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 5,200 | | | | | | 1,886,976 | | | | | | 10,402 | | | | | | 3,774,67810 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,900 | | | | | | 1,415,23211 | | |
| | | 2024 Proxy Statement // 63 | |
| | | | Option Awards | | | Stock Awards | | |||||||||||||||||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)1 | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)1 | | ||||||||||||
| Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | | | | | | | | | | | | | | | | | | | | 445 | | | | | | 161,482 | | | | | | | | | | | | 3 | | |
| | | | | | | | | | | | | | | | | | 1,822 | | | | | | 661,167 | | | | | | | | | | | | 4 | | | |||
| | | | | | | | | | | | | | | | | | 3,935 | | | | | | 1,427,933 | | | | | | | | | | | | 12 | | | |||
| | | | | | | | | | | | | | | | | | 7,801 | | | | | | 2,830,827 | | | | | | | | | | | | 5 | | | |||
| | | | | | | | | | | | | | | | | | 2,136 | | | | | | 775,112 | | | | | | | | | | | | 6 | | | |||
| | | | | | | | | | | | | | | | | | 0 | | | | | $ | — | | | | | | | | | | | | 7 | | | |||
| | | | | | | | | | | | | | | | | | 2,912 | | | | | | 1,056,707 | | | | | | 1,460 | | | | | | 529,8058 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,092 | | | | | | 396,2659 | | | |||
| | | | | | | | | | | | | | | | | | 6,294 | | | | | | 2,283,967 | | | | | | 3,148 | | | | | | 1,142,34613 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,360 | | | | | | 856,39714 | | | |||
| | | | | | | | | | | | | | | | | | 4,160 | | | | | | 1,509,581 | | | | | | 8,322 | | | | | | 3,019,88710 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,120 | | | | | | 1,132,18611 | | | |||
| Janet Lee, Senior Vice President, General Counsel and Secretary | | | | | | | | | | | | | | | | | | | | 757 | | | | | | 274,700 | | | | | | | | | | | | 3 | | |
| | | | | | | | | | | | | | | | | | 2,602 | | | | | | 944,214 | | | | | | | | | | | | 4 | | | |||
| | | | | | | | | | | | | | | | | | 5,053 | | | | | | 1,833,633 | | | | | | | | | | | | 5 | | | |||
| | | | | | | | | | | | | | | | | | 3,632 | | | | | | 1,317,980 | | | | | | | | | | | | 6 | | | |||
| | | | | | | | | | | | | | | | | | 0 | | | | | $ | — | | | | | | | | | | | | 7 | | | |||
| | | | | | | | | | | | | | | | | | 4,164 | | | | | | 1,511,032 | | | | | | 2,082 | | | | | | 755,5168 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,560 | | | | | | 566,0939 | | | |||
| | | | | | | | | | | | | | | | | | 2,694 | | | | | | 977,599 | | | | | | 5,390 | | | | | | 1,955,92310 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,020 | | | | | | 733,01811 | | |
(2)
(3) Amount represents a grant of time-based RSUs on March
(4) Amount represents a grant of time-based RSUs on March 3, 2020 under the Predecessor Plan with a three-year ratable vesting schedule on each anniversary of the date of grant.
(5)
(6)
(7)2024.
(8) Amount represents maximuma payout of a grant on November 1, 20190% of Special PSUs under the Predecessor Plan. The Compensation Committee established performance goals based on ACV, operating margin and individual performance as previously disclosed. The performance period of the Special PSUs is a three-year period and the performance conditions will not be achieved until the end of such three-year performance period. The Special PSUs will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year performance period.
(9)target.
(10)
| 64 // 2024 Proxy Statement | | | |
(11)
(12)
(13) Amount represents a grant of time-based RSUs on October 1, 2019 under the Predecessor Plan
(14) Amount represents a grant of time-based RSUs on December 8, 2020 under the Predecessor Plan with a three-year ratable vesting schedule on each anniversary of the date of grant.
(15) Amount represents maximum payout of a grant on December 8, 2020 of Specialher voluntary departure in 2024, Ms. Anasenes is expected to forfeit her then-outstanding TSR PSUs under the Predecessor Plan. The Compensation Committee established performance goals based on ACV, operating margin and individual performance as previously disclosed. The performance period of the Special PSUs is a three-year period and the performance conditions will not be achieved until the end of such three-year performance period. The Special PSUs will remain unvested until the Compensation Committee certifies achievement of the goals after the end of the three-year performance period.
(16) Amount represents a grant of time-based stock options on November 14, 2012 under the Predecessor Plan with a four-year ratable vesting schedule on each anniversary date of the date of grant.
(17) Amount represents a grant on February 16, 2021 of Operating Metric PSUs, underand the Predecessor Plan. The performance conditions for these Operating Metric PSUs have been achieved at 100%. The 2019 Operating Metric PSUs remained unvested untilportion of her then-outstanding RSUs.
| | | 2024 Proxy Statement // 65 | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($) | | ||||||||||||
| Ajei S. Gopal, President and Chief Executive Officer | | | | | 116,864 | | | | | $ | 26,776,083 | | | | | | 93,592 | | | | | $ | 26,852,690 | | |
| Nicole Anasenes, Former Senior Vice President and Chief Financial Officer | | | | | | | | | | | | | | | | | 13,744 | | | | | $ | 3,983,997 | | |
| Shane Emswiler, Senior Vice President, Products | | | | | | | | | | | | | | | | | 30,379 | | | | | $ | 8,664,127 | | |
| Walt Hearn, Senior Vice President, Worldwide Sales and Customer Excellence | | | | | | | | | | | | | | | | | 8,742 | | | | | $ | 2,582,032 | | |
| Janet Lee, Senior Vice President, General Counsel and Secretary | | | | | | | | | | | | | | | | | 6,994 | | | | | $ | 2,041,562 | | |
46 2022 Ansys Proxy Statement
2022 Ansys Proxy Statement 47
Merger Agreement. Except as otherwise provided, the following table sets forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, or a “change in control” of Ansys, or a change in the named executive officer’s position, as such scenarios are contemplated in the contracts, agreements, plans or arrangements described in “Compensation Discussion and Analysis.”
Please see “Compensation Discussion and Analysis – Post-Employment Compensation” for a description of the Chief Executive Officer’s employment agreement and the Executive Severance Plan.
(1)
| 66 // 2024 Proxy Statement | | | |
| Event | | | Ajei Gopal | | | Nicole Anasenes4 | | | Shane Emswiler | | | Walt Hearn | | | Janet Lee | | | | | | | |||||||||||||||||||||||||
| Retirement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| No Payments | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | | | ||||||||||
| Total | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | | | | ||||||||||
| Termination without Cause and Involuntary Termination for Good Reason (other than related to a Change in Control)1 | | | | | | | ||||||||||||||||||||||||||||||||||||||||
| Cash Severance Payment | | | | $ | 4,250,000 | | | | | $ | 408,186 | | | | | $ | 350,487 | | | | | $ | 329,323 | | | | | $ | 335,542 | | | | | | | | ||||||||||
| Annual Bonus at Target | | | | $ | 1,275,000 | | | | | $ | 349,874 | | | | | $ | 300,417 | | | | | $ | 282,277 | | | | | $ | 287,607 | | | | | | | | ||||||||||
| Accelerated RSUs | | | | $ | 22,180,677 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | | | | ||||||||||
| Accelerated PSUs | | | | $ | 34,137,936 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | | | | ||||||||||
| Outplacement Services | | | | $ | 0 | | | | | $ | 15,000 | | | | | $ | 15,000 | | | | | $ | 15,000 | | | | | $ | 15,000 | | | | | | | | ||||||||||
| Continued Health Care Benefits | | | | $ | 37,350 | | | | | $ | 21,788 | | | | | $ | 18,360 | | | | | $ | 21,788 | | | | | $ | 18,360 | | | | | | | | ||||||||||
| Total | | | | $ | 61,880,963 | | | | | $ | 794,848 | | | | | $ | 684,264 | | | | | $ | 648,388 | | | | | $ | 656,509 | | | | | | | | ||||||||||
| Death2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Accelerated RSUs | | | | $ | 23,226,134 | | | | | $ | 6,503,172 | | | | | $ | 6,326,813 | | | | | $ | 5,081,409 | | | | | $ | 3,052,547 | | | | | | | | ||||||||||
| Prorated PSUs | | | | $ | 21,806,548 | | | | | $ | 5,870,310 | | | | | $ | 5,658,025 | | | | | $ | 5,455,538 | | | | | $ | 2,799,256 | | | | | | | | ||||||||||
| Total | | | | $ | 45,032,682 | | | | | $ | 12,373,482 | | | | | $ | 11,984,838 | | | | | $ | 10,536,947 | | | | | $ | 5,851,803 | | | | | | | | ||||||||||
| Disability2 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Accelerated RSUs | | | | $ | 23,226,134 | | | | | $ | 6,503,172 | | | | | $ | 6,326,813 | | | | | $ | 5,081,409 | | | | | $ | 3,052,547 | | | | | | | | ||||||||||
| Prorated PSUs | | | | $ | 21,806,548 | | | | | $ | 5,870,310 | | | | | $ | 5,658,025 | | | | | $ | 5,455,538 | | | | | $ | 2,799,256 | | | | | | | | ||||||||||
| Total | | | | $ | 45,032,682 | | | | | $ | 12,373,482 | | | | | $ | 11,984,838 | | | | | $ | 10,536,947 | | | | | $ | 5,851,803 | | | | | | | | ||||||||||
| Voluntary Termination and Termination for Cause | | | | | | | ||||||||||||||||||||||||||||||||||||||||
| No Payments | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | | | ||||||||||
| Total | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | | | | ||||||||||
| Change in Control with Termination3 | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||
| Prorated Annual Cash Incentive Compensation | | | | $ | 1,275,000 | | | | | $ | 349,874 | | | | | $ | 300,417 | | | | | $ | 282,277 | | | | | $ | 287,607 | | | | | | | | ||||||||||
| Accelerated Stock Options | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | | | | ||||||||||
| Accelerated RSUs | | | | $ | 23,226,134 | | | | | $ | 6,503,172 | | | | | $ | 6,326,813 | | | | | $ | 5,081,409 | | | | | $ | 3,052,547 | | | | | | | | ||||||||||
| PSUs | | | | $ | 34,137,936 | | | | | $ | 9,447,581 | | | | | $ | 8,999,061 | | | | | $ | 8,388,334 | | | | | $ | 4,493,906 | | | | | | | | ||||||||||
| Cash Severance Payment | | | | $ | 4,250,000 | | | | | $ | 816,372 | | | | | $ | 700,973 | | | | | $ | 658,646 | | | | | $ | 671,083 | | | | | | | | ||||||||||
| Continued Health Care Benefits | | | | $ | 37,350 | | | | | $ | 21,788 | | | | | $ | 18,360 | | | | | $ | 21,788 | | | | | $ | 18,360 | | | | | | | | ||||||||||
| Outplacement Services | | | | $ | 0 | | | | | $ | 15,000 | | | | | $ | 15,000 | | | | | $ | 15,000 | | | | | $ | 15,000 | | | | | | | | ||||||||||
| Total | | | | $ | 62,926,420 | | | | | $ | 17,153,787 | | | | | $ | 16,360,624 | | | | | $ | 14,447,454 | | | | | $ | 8,538,503 | | | | | | | |
(2)
(3) 2022 and 2023 TSR PSUs are assumed at target.
| | | 2024 Proxy Statement // 67 | |
48 2022 Ansys Proxy Statement
| 68 // 2024 Proxy Statement | | | |
Pay Ratio
For fiscal 2021,2023, the values are as follows:
2019, 2022, and (ii) ranking this compensation measure for our employees from lowest to highest. This calculation was performed for all employees, excluding Dr. Gopal, whether employed on a full-time, part-time, temporary, or seasonal basis. For non-permanent employees that joined the Company during 2019,2022, annual salary rates were adjusted to account only for the portion of the year that they were employed by the Company. In determining our median employee, we did not use any of the permitted exemptions. We also did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments), or estimates (e.g., statistical sampling) to identify our median employee or determine annual total compensation or any elements of annual total compensation for our median employee or Dr. Gopal.
2023.
| | | 2024 Proxy Statement // 69 | |
•
| PAY VERSUS PERFORMANCE | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Year (a) | | | Summary Compensation Table Total for PEO (b)1 | | | Compensation Actually Paid to PEO (c)1,2 | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)1 | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)1,2 | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (thousands) (h) | | | Adjusted ACV (thousands) (i)4 | | |||||||||||||||||||||||||||
| Total Shareholder Return (f)3 | | | Peer Group Total Shareholder Return (g)3 | | |||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | $ | 24,633,791 | | | | | $ | 47,175,954 | | | | | $ | 5,954,865 | | | | | $ | 10,714,267 | | | | | $ | 140.94 | | | | | $ | 218.97 | | | | | $ | 500,412 | | | | | $ | 2,234,019 | | |
| 2022 | | | | $ | 21,872,498 | | | | | $ | 6,345,680 | | | | | $ | 4,720,955 | | | | | $ | (2,022,048) | | | | | $ | 93.85 | | | | | $ | 148.23 | | | | | $ | 523,710 | | | | | $ | 2,120,017 | | |
| 2021 | | | | $ | 18,260,634 | | | | | $ | 30,494,209 | | | | | $ | 4,325,215 | | | | | $ | 7,025,221 | | | | | $ | 155.83 | | | | | $ | 194.20 | | | | | $ | 454,627 | | | | | $ | 1,873,994 | | |
| 2020 | | | | $ | 14,089,533 | | | | | $ | 35,102,268 | | | | | $ | 4,235,180 | | | | | $ | 8,449,049 | | | | | $ | 141.33 | | | | | $ | 157.00 | | | | | $ | 433,887 | | | | | $ | 1,596,385 | | |
| 70 // 2024 Proxy Statement | | | |
| DR. GOPAL | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | ||||||||||||
| Summary Compensation Table Total for PEO (column (b)) | | | | $ | 24,633,791 | | | | | $ | 21,872,498 | | | | | $ | 18,260,634 | | | | | $ | 14,089,533 | | |
| - aggregate change in actuarial present value of pension benefits | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + service cost of pension benefits | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + prior service cost of pension benefits | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| - SCT “Stock Awards” column value | | | | $ | (21,312,677) | | | | | $ | (18,915,491) | | | | | $ | (15,431,959) | | | | | $ | (12,276,512) | | |
| - SCT “Option Awards” column value | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + Covered Year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as the Covered Year-end | | | | $ | 28,819,121 | | | | | $ | 16,469,081 | | | | | $ | 20,482,912 | | | | | $ | 13,833,624 | | |
| +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted prior to Covered Years that are outstanding and unvested as of the Covered Year-end | | | | $ | 6,588,156 | | | | | $ | (6,589,120) | | | | | $ | 1,800,566 | | | | | $ | 9,433,176 | | |
| + vesting date fair value of equity awards granted and vested in the Covered Year end | | | | $ | 4,394,477 | | | | | $ | 2,891,350 | | | | | $ | 5,546,687 | | | | | $ | 2,151,513 | | |
| +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in years prior to Covered Year that vested in the Covered Year | | | | $ | 4,053,086 | | | | | $ | (9,382,638) | | | | | $ | (164,631) | | | | | $ | 7,870,934 | | |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the Covered Year | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + dollar value of dividends/earnings paid on equity awards in the Covered Year | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + excess fair value for equity award modifications | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Compensation Actually Paid to PEO (column (c)) | | | | $ | 47,175,954 | | | | | $ | 6,345,680 | | | | | $ | 30,494,209 | | | | | $ | 35,102,268 | | |
| AVERAGE FOR NON-PEO NEOS | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | ||||||||||||
| Average SCT Total for Non-PEO NEOs (column (d)) | | | | $ | 5,954,865 | | | | | $ | 4,720,955 | | | | | $ | 4,325,215 | | | | | $ | 4,235,180 | | |
| - aggregate change in actuarial present value of pension benefits | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + service cost of pension benefits | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + prior service cost of pension benefits | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| - SCT “Stock Awards” column value | | | | $ | (4,950,744) | | | | | $ | (4,010,137) | | | | | $ | (3,330,951) | | | | | $ | (3,650,409) | | |
| - SCT “Option Awards” column value | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + Covered Year-end fair value of equity awards granted in the Covered Year that are outstanding and unvested as the Covered Year-end | | | | $ | 6,807,856 | | | | | $ | 2,544,158 | | | | | $ | 4,278,023 | | | | | $ | 3,867,188 | | |
| +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted prior to Covered Years that are outstanding and unvested as of the Covered Year-end | | | | $ | 1,403,109 | | | | | $ | (1,050,107) | | | | | $ | 468,892 | | | | | $ | 2,369,501 | | |
| + vesting date fair value of equity awards granted and vested in the Covered Year | | | | $ | 762,592 | | | | | $ | 271,789 | | | | | $ | 1,262,004 | | | | | $ | 499,861 | | |
| +/- change in fair value (from prior year-end to Covered Year-end) of equity awards granted in years prior to Covered Year that vested in the Covered Year | | | | $ | 736,589 | | | | | $ | (1,430,535) | | | | | $ | 22,038 | | | | | $ | 1,127,728 | | |
| - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the Covered Year | | | | $ | — | | | | | $ | (3,068,171)* | | | | | $ | — | | | | | $ | — | | |
| + dollar value of dividends/earnings paid on equity awards in the Covered Year | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| + excess fair value for equity award modifications | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | | | | $ | 10,714,267 | | | | | $ | (2,022,048) | | | | | $ | 7,025,221 | | | | | $ | 8,449,049 | | |
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| | Adjusted ACV | | |
| | Adjusted unlevered operating cash flow | | |
| | GAAP revenue | | |
| | Non-GAAP operating income | | |
| | Relative total shareholder return | | |
| | | 2024 Proxy Statement // 73 | |
| ||||||||||||||||
Shares Beneficially Owned | | |||||||||||||||
| Name and Address of Beneficial Owner | | | Number | | | Percent* | |||||||||
| ||||||||||||||||
| ||||||||||||||||
BlackRock, Inc.
| | | 10,605,4141 | | | | | | 12.1% | | | |||||
| The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | |||||||||||||||
| | | | | | | | 11.6% | | |
(1)April 9, 2024.
(2) The information reported is based on Amendment No. 1416 to Schedule 13G filed by BlackRock, Inc. with the SEC on February 1, 2022January 30, 2023 reporting beneficial ownership as of December 31, 2021.2023. Of the shares beneficially owned, BlackRock, Inc. has the sole power to vote with respect to 6,860,52410,015,714 shares, the sole power to dispose of or direct disposition with respect to 7,652,49510,605,414 shares and shared power to vote, dispose or direct disposition with respect to zero shares.
(3)
50 2022 Ansys Proxy Statement
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| ||||||||||||||||
Shares Beneficially Owned | | |||||||||||||||
| Beneficial Owner | | Number1 | | | Percent | | |||||||||
| Ajei S. Gopal2 | | | | | 269,750 | | | | | | * | | | ||
Nicole Anasenes3 | | | | 19,313 | | | | | | * | ||||||
| | |||||||||||||||
Shane Emswiler4 | | | | 18,847 | | | | | | * | ||||||
| | |||||||||||||||
Walt Hearn5 | | | | 12,025 | | | | | | * | ||||||
| | |||||||||||||||
Janet Lee6 | | | | 16,570 | | | | | | * | ||||||
| | |||||||||||||||
Claire Bramley7 | | | | 1,442 | | | | | | * | ||||||
| | |||||||||||||||
Robert Calderoni7 | | | | 4,256 | | | | | | * | ||||||
| | |||||||||||||||
Anil Chakravarthy7 | | | | 2,502 | | | | | | * | ||||||
| | |||||||||||||||
Glenda Dorchak7 | | | | 3,049 | | | | | | * | ||||||
| | |||||||||||||||
Jim Frankola7 | | | | 3,638 | | | | | | * | ||||||
| | |||||||||||||||
Alec Gallimore7 | | | | 6,151 | | | | | | * | ||||||
| | |||||||||||||||
Ronald Hovsepian8 | | | | 33,569 | | | | | | * | ||||||
| | |||||||||||||||
Barbara Scherer9 | | | | 9,707 | | | | | | * | ||||||
| | |||||||||||||||
Ravi Vijayaraghavan7 | | | | 4,256 | | | | | | * | ||||||
| | |||||||||||||||
All Executive Officers and Directors as a group | | | | 405,075 | | | | | | * | | |
(1)April 9, 2024.
(2)
(3) Amount includes 18,000 shares of common stock issuable upon the exercise of stock options that are currently exercisable.
(4) Amount includes 852 shares of common stock issuable upon vesting of RSUs within 60 days of March 15, 2022.
(5) Amount includes 464 shares of common stock issuable upon vesting of RSUs within 60 days of March 15, 2022.
(6) Amount includes 21,523 DSUs and 852 shares of common stock issuable upon vesting of RSUs within 60 days of March 15, 2022.
(7) Amount includes 8,017 DSUs and 2,475 shares of common stock issuable upon vesting of RSUs within 60 days of March 15, 2022.
(8) Amount includes 56,824 DSUs, 226,88292,018 shares of common stock issuable upon the exercise of stock options that are currently exercisable, and 4,6432,882 shares of common stock issuable upon vesting of RSUs within 60 days of April 9, 2024.
2022 Ansys Proxy Statement 51
| | | 2024 Proxy Statement // 75 | |
Section 16(a) of the Exchange Act requires that certain of our officers, our directors and persons who beneficially own more than 10% of a registered class of our equity securities file reports of ownership and changes in ownership with the SEC. The SEC has established specific due dates for these reports and we are required to disclose in this Proxy Statement any known late filings or failures to file. Based solely on our review of Section 16 reports filed electronically with the SEC and written representations from certain reporting persons, we believe that all Section 16(a) filing requirements applicable to those officers, directors and 10% stockholders were satisfied, except that one Form 4 filing for each of Mr. Calderoni, Ms. Dorchak, Mr. Frankola, Dr. Gallimore, Mr. Hovsepian, Ms. Scherer, and Mr. Vijayaraghavan, each reporting one transaction relating to a grant of director RSUs on May 14, 2021, was filed late on June 8, 2021, due to administrative errors.
52 2022 Ansys Proxy Statement
TABLE OF CONTENTSEQUITY COMPENSATION PLANS
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (2) (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) | |||
Equity Compensation Plans Approved by Security Holders(1) | 1,882,344(3) | $83.84 | 6,077,532(4) | |||
Equity Compensation Plans Not Approved by Security Holders(5) | 973 | $20.50 | – | |||
Total | 1,883,317 | $83.67 | 6,077,532 |
(1)2023
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights2 (b) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | | |||||||||
| Equity Compensation Plans Approved by Security Holders1 | | | | | 2,032,7723 | | | | | $ | 94.23 | | | | | | 4,806,3274 | | |
| Total | | | | | 2,032,772 | | | | | $ | 94.23 | | | | | | 4,806,327 | | |
(2)
(3)
(4)
(5) Includes shares issuable pursuant to awards granted under
| 76 // 2024 Proxy Statement | | | |
2022 Ansys Proxy Statement 53
INTRODUCTION TO PROPOSALS 4-6: ELIMINATION OF SUPERMAJORITY VOTING PROVISIONS
Overview
Our Restated Certificate of Incorporation (the “Charter”) and our Third Amended and Restated By-Laws (the “By-Laws”) currently include certain supermajority voting provisions. At our 2021 annual meeting, over a majority of our stockholders supported an advisory, non-binding stockholder proposal requesting that the Board take the steps necessary to eliminate each voting requirement in the Charter and the By-Laws that calls for a greater than simple majority vote of stockholders.
After careful considerationAdoption of a variety of factors, including corporate governance trends, the level of stockholder support for the advisory proposal in 2021, and balancing the competing interests discussed below under “– Purpose of the Proposed Amendments,” the Board has determined that it is in stockholders’ best interestsShareholder Right to amend the Charter and the By-Laws to provide for the elimination of each voting requirement that calls forCall a greater than simple majority vote. Accordingly, the Board has adopted proposed amendments to eliminate the supermajority voting requirements in the Charter (the “Proposed Amendments”) and is recommending that stockholders approve the Proposed Amendments.
Different voting standards apply to the various provisions proposed to be amended and, accordingly, different votes are required for the approval of each of Proposals 4-6. We are submitting these Proposed Amendments to our stockholders as separate items so that they are able to express their views on each Proposed Amendment separately. No proposal is conditioned upon the approval of any other proposal and each proposal may be approved or rejected independently.
Summary of the Proposed Amendments
Currently, the Charter provides that certain matters may be approved by stockholders only by the affirmative vote of (i) at least two-thirds or (ii) not less than 80% of the total votes eligible to be cast. Proposals 4-6 propose to replace the following supermajority voting requirements in the Charter with simple majority voting requirements, as more fully described below:
For a description of the number of votes that are required to approve each of Proposals 4-6, see “How many votes are needed for approval of each matter?” in this proxy statement.
The descriptions of the Proposed Amendments set forth in Proposals 4-6 below are qualified in their entirety by reference to the full text of the proposed Certificate of Amendment containing the Proposed Amendments, which is attached as Annex B to this proxy statement.
Purpose of the Proposed Amendments
The Board regularly evaluates the implementation of appropriate corporate governance measures. In connection with such practice, the Board has evaluated the Company’s voting requirements in the past and has historically preferred the retention of narrowly tailored supermajority vote standards for certain fundamental changes to the Company’s corporate governance to ensure that the interests of all stockholders are fully protected. The Board has expressed the belief that fundamental changes to corporate governance should have the support of a broad consensus of all stockholders, rather than a simple majority. Supermajority voting requirements to make fundamental corporate changes can help to protect stockholders, particularly minority stockholders, against potentially self-interested transactions of short-term investors who are not subject to the same fiduciary duties as the Board. Eliminating the supermajority voting provisions from the Charter may make it easier for a small number of stockholders to enact significant corporate changes that benefit only a narrow group of stockholders and may make it more difficult for the Board to protect stockholders’ interests generally. Nevertheless, the Board recognizes that many investors and others now view supermajority voting provisions as unduly limiting the Board’s accountability to stockholders and stockholder participation in the Company’s corporate governance.
After considering stockholder input, including the advisory stockholder proposal requesting the elimination of supermajority voting that was supported by over a majority of our stockholders at the 2021 annual meeting, and consulting with management and outside advisors, the Board believes that the elimination of supermajority voting provisions from the Charter and the By-Laws through the adoption of the Proposed Amendments is in the best interests of the Company and our stockholders.
Related Changes to the By-Laws
In connection with the Proposed Amendments, the Board has approved conforming amendments to the By-Laws, contingent upon stockholder approval and implementation of the Proposed Amendments presented in Proposal 5. Specifically, the Board has approved amendments to Article VI, Section 8(b) of the By-Laws to replace the two-thirds supermajority voting provision required for stockholders to amend or repeal the By-Laws without the prior recommendation of the Board with a majority voting standard, as described below in Proposal 5.
Effectiveness
If any of Proposal 4, Proposal 5, and Proposal 6 is approved, the Company intends to file a Certificate of Amendment containing the Proposed Amendments that have been approved with the Secretary of State of the State of Delaware, which will become effective at the time of that filing. The conforming By-Law amendments, if applicable, will also become effective at such time.
If none of Proposal 4, Proposal 5, or Proposal 6 is approved by the requisite vote, then a Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware, the corresponding By-Law amendments will not become effective, and the supermajority voting provisions in both the Charter and the By-Laws will remain in place.
54 2022 Ansys Proxy Statement
Currently, to remove a director from office with cause, Article VI, Section 5 of the Charter requires the affirmative vote of at least two-thirds of the total votes which would be eligible to be cast by stockholders in the election of such director. The Board proposes to amend Article VI, Section 5 of the Charter by replacing the two-thirds supermajority vote requirement with a majority vote requirement (the “Article VI Supermajority Amendment”).
Specifically, the Board proposes to replace the existing Article VI, Section 5 with the proposed Article VI, Section 5 shown in the table below. The table also contains a comparison of the proposed Article VI, Section 5 to the existing Article VI, Section 5 showing the proposed changes (additions are indicated by blue text and double underlining and deletions are indicated by red strike-through text):
If Proposal 4 is approved by stockholders, the Company intends to file a Certificate of Amendment containing the Article VI Supermajority Amendment with the Delaware Secretary of State, at which time, the Article VI Supermajority Amendment would become effective. If the Article VI Supermajority Amendment becomes effective, stockholders would be able to remove any director from office with cause by the affirmative vote of a majority of the total votes which would be eligible to be cast by stockholders in the election of such director.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF ARTICLE VI, SECTION 5 OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT TO REMOVE A DIRECTOR.
2022 Ansys Proxy Statement 55
Currently, for stockholders to amend or repeal the By-Laws without the prior recommendation of the Board, Article VIII, Section 2 of the Charter requires the affirmative vote of at least two-thirds of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class. The Board proposes to amend Article VIII, Section 2 of the Charter by replacing the two-thirds supermajority vote requirement with a majority vote requirement (the “Article VIII Supermajority Amendment”).
Specifically, the Board proposes to replace the existing Article VIII, Section 2 with the proposed Article VIII, Section 2 shown in the table below. The table also contains a comparison of the proposed Article VIII, Section 2 to the existing Article VIII, Section 2 showing the proposed changes (additions are indicated by blue text and double underlining and deletions are indicated by red strike-through text):
If Proposal 5 is approved by stockholders, the Company intends to file a Certificate of Amendment containing the Article VIII Supermajority Amendment with the Delaware Secretary of State, at which time, the Article VIII Supermajority Amendment would become effective.
The By-Laws also require the affirmative vote of at least two-thirds of the total votes eligible to be cast by holders of voting stock, voting together as a single class, for stockholders to amend or repeal the By-Laws without the prior recommendation of the Board. Therefore, the Board has also approved an amendment to the By-Laws to eliminate this requirement (the “By-Laws Amendment”). The By-Laws Amendment is subject to stockholder approval of the Article VIII Supermajority Amendment and will become effective only upon the effectiveness of the Article VIII Supermajority Amendment.
If the Article VIII Supermajority Amendment and the By-Laws Amendment become effective, stockholders would be able to amend or repeal the By-Laws without the prior recommendation of the Board by the affirmative vote of a majority of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF ARTICLE VIII, SECTION 2 OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT FOR STOCKHOLDERS TO AMEND OR REPEAL THE BY-LAWS.
56 2022 Ansys Proxy Statement
Currently, to amend or repeal any provisions of Article VI or Article IX of the Charter, Article IX of the Charter requires the affirmative vote of not less than 80% of the total votes eligible to be cast by holders of voting stock, voting together as a single class. The Board proposes to amend Article IX of the Charter by replacing the 80% supermajority vote requirement with a majority vote requirement (the “Article IX Supermajority Amendment”).
Specifically, the Board proposes to replace the existing Article IX with the proposed Article IX shown in the table below. The table also contains a comparison of the proposed Article IX to the existing Article IX showing the proposed changes (additions are indicated by blue text and double underlining and deletions are indicated by red strike-through text):
If Proposal 6 is approved by stockholders, the Company intends to file a Certificate of Amendment containing the Article IX Supermajority Amendment with the Delaware Secretary of State, at which time, the Article IX Supermajority Amendment would become effective. If the Article IX Supermajority Amendment becomes effective, the Company would be able to amend or repeal any provision of the Charter upon approval of the Board and the affirmative vote of a majority of the total votes eligible
to be cast by holders of voting stock with respect to such amendment or repeal, voting together as a single class.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT OF ARTICLE IX OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT FOR STOCKHOLDERS TO APPROVE AMENDMENTS TO OR REPEAL CERTAIN PROVISIONS OF THE CHARTER.
2022 Ansys Proxy Statement 57
Overview
We are asking our stockholders to adopt and approve the ANSYS, Inc. 2022 Employee Stock Purchase Plan (the “2022 ESPP”) and the reservation by the Board of 750,000 shares of common stock under the 2022 ESPP to continue to provide eligible employees of the Company and its designated subsidiaries with opportunities to purchase shares of our common stock and generally to qualify such common stock for special tax treatment under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).
On March 14, 2022 (the “Board Approval Date”), our Board approved the 2022 ESPP, subject to stockholder approval, including the reservation of 750,000 shares of common stock for issuance under the 2022 ESPP.
The 2022 ESPP will become effective on May 12, 2022, subject to stockholder approval of the 2022 ESPP at the 2022 Annual Meeting. We currently operate the Fourth A&R ESPP. If stockholder approval of the 2022 ESPP is obtained at the 2022 Annual Meeting, we will not commence any further offerings under the Fourth A&R ESPP and we will cease operating the Fourth A&R ESPP after the final purchases thereunder (which are expected to occur on July 29, 2022). If stockholder approval of the 2022 ESPP is not obtained at the 2022 Annual Meeting or within 12 months of the Board Approval Date, the 2022 ESPP will have no effect, and we may continue operating the Fourth A&R ESPP. The purposes and benefits of the 2022 ESPP are described below.
If the 2022 ESPP is approved, it is expected that there will be sufficient shares available under the 2022 ESPP to satisfy our needs under the 2022 ESPP for approximately 5 years, but the shares of common stock available under the 2022 ESPP could last for a different period of time if actual practice does not match current expectations or if our share price changes materially. Based on the closing price per share of our common stock on Nasdaq on February, 28, 2022 of $324.19, the aggregate market value as of that date of the 750,000 shares of common stock proposed to be reserved for issuance under the 2022 ESPP was $243,142,500. The 750,000 additional shares of common stock that will be available under the 2022 ESPP, if approved by stockholders, will represent approximately 0.86% of our 87,234,885 fully-diluted outstanding shares of common stock as of February 28, 2022.
Purposes of the 2022 ESPP
The 2022 ESPP allows employees of the Company and its designated subsidiaries to purchase shares of our common stock at a discount to fair market value. Employees may purchase shares at the end of an offering period using funds deducted from paychecks during the offering period. An offering period is generally six months long, but may have a shorter duration, as described below. The 2022 ESPP is an important component of the benefits package that we will offer to our employees. We believe that it will be a key factor in retaining existing employees, recruiting and retaining new employees and aligning and increasing the interest of all employees in our success.
Description of the 2022 ESPP
The material terms and provisions of the 2022 ESPP are summarized below. This summary, however, does not purport to be a complete description of the 2022 ESPP and is qualified in its entirety by reference to the complete text of the 2022 ESPP, a copy of which is included as Annex C to this Proxy Statement.
Administration. The 2022 ESPP will generally be administered by the Board or by the Compensation Committee or other committee appointed by the Board for such purpose. References to the “Administrator” in this proposal refer to the Compensation Committee, such other committee designated by the Board, or the full Board, as applicable. The Administrator may make rules and regulations for the administration of the 2022 ESPP including designating any Company subsidiary as a designated subsidiary or revoking any such designation at any time (either before or after the 2022 ESPP is approved by the stockholders). Any interpretations or decisions by the Administrator will be final and conclusive.
Eligibility. Each employee (including employees who are also directors) of the Company or any designated subsidiary is eligible to participate in the 2022 ESPP, provided that as of the first day of the applicable offering period: (1) the employee has been employed by the Company or a designated subsidiary for a period of more than three months; and (2) the employee is customarily employed for more than 20 hours per week (or a lesser number of hours per week established by the Administrator in its discretion (on a uniform and non-discriminatory basis or as otherwise permitted by regulations under Section 423 of the Code)).
As of December 31, 2021, the Company and its designated subsidiaries collectively had approximately 5,100 employees, including 6executive officers, that were eligible to participate in the 2022 ESPP. The basis for participation in the 2022 ESPP is meeting the eligibility requirements and electing to participate.
Offerings. The Company will make one or more offerings to eligible employees to purchase common stock under the 2022 ESPP. In addition, the Company may make separate offerings which vary in terms (provided that, except as otherwise provided in the ESPP, such terms are not inconsistent with the provisions of the 2022 ESPP or the requirements for an “employee stock purchase plan” within the meaning of Section 423 of the Code), and the Administrator will designate which designated subsidiaries may participate in each separate offering.
If the 2022 ESPP is approved by the stockholders, the initial offering will begin on August 1, 2022 and will end on January 31, 2023. In general, unless otherwise determined by the Administrator, each subsequent offering will begin on the first business day occurring on or before each February 1 and August 1 and will end on the last business day occurring on or before the following July 31 and January 31, respectively. The Administrator may, in its discretion, choose an offering period of six months or less for each of the offerings and choose a different offering period for each offering. No offering period will have a duration exceeding 6 months.
58 2022 Ansys Proxy Statement
Participation and Payroll Deductions. Eligible employees become participants in an offering by timely submitting an enrollment form to their appropriate payroll location. Such enrollment form must be submitted at least 15 business days before the first day of the applicable offering period (or by such other deadline established by the Administrator); provided, however, that, with respect to the initial offering commencing on August 1, 2022, no enrollment form will be accepted prior to the date that the 2022 ESPP is approved by the stockholders. Each enrollment form submitted by a participant must: (1) state a whole percentage to be deducted from the participant’s eligible compensation (as defined in the 2022 ESPP) per pay period, (2) authorize the purchase of common stock for such employee in each offering, and (3) specify the exact name or names in which shares of common stock purchased for such employee are to be issued. Such payroll deductions generally may not be less than 1% or more than 10% of a participant’s eligible compensation per pay period.
Eligible employees who do not timely submit an enrollment form will be deemed to have waived the right to participate in the 2022 ESPP for the applicable offering period. Unless the eligible employee files a new enrollment form or withdraws from participation in the 2022 ESPP, his or her deductions and purchases will continue at the same percentage of eligible compensation for future offerings, provided that such employee remains eligible to participate in the 2022 ESPP under the eligibility requirements described above.
In general, unless the Administrator provides otherwise, a participant may increase or decrease his or her payroll deductions during any offering period. A participant may also terminate his or her payroll deductions for the remainder of an offering, either with or without withdrawing from the offering. To increase, reduce or terminate his or her payroll deductions (without withdrawing from the offering), an employee must submit a new enrollment form at least 15 business days (or such shorter period established by the Administrator) before the payroll date on which the change becomes effective. Subject to the requirements described above, a participant may either increase or decrease his or her payroll deductions with respect to the next offering by filing a new enrollment form at least 15 business days before the first day of the next offering period (or by such other deadline established by the Administrator).
Participant Accounts. Generally, the Company may combine all funds received or held by the Company under the 2022 ESPP (including all payroll deductions) with other corporate funds and may use such funds for any corporate purpose. The Company will maintain book accounts showing the amount of payroll deductions made by each participant for each offering. No interest will accrue or be paid on payroll deductions in the participant’s account.
Grant of Option; Purchase of Common Stock. On the first day of each offering period, the Company will grant each participant in the 2022 ESPP an option (the “Option”) to purchase common stock on the last day of such offering period (the “exercise date”), at the Option Price (as defined below). The number of shares under the Option will consist of the lesser of (1) a number of shares of common stock determined by dividing such participant’s accumulated payroll deductions on the exercise date by the Option Price, or (2) 3,840 shares of common stock. Each participant’s Option will be exercisable only to the extent of
such participant’s accumulated payroll deductions on the exercise date. The “Option Price” for the Option will be 90% of the lesser of (a) the fair market value (as defined in the 2022 ESPP) of the common stock on the first day of the applicable offering period and (b) the fair market value of the common stock on the exercise date.
Generally, on each exercise date, each employee who continues to be a participant will automatically be deemed to have exercised his or her Option as of such exercise date and will acquire the number of whole shares of common stock as his or her accumulated payroll deductions on such date will purchase at the Option Price, subject to the limitations described in the 2022 ESPP. Any amount remaining in an employee’s account on the exercise date solely by reason of the inability to purchase a fractional share will be carried forward to the next offering period; any other balance remaining in an employee’s account on the exercise date will be promptly refunded to the employee.
However, no participant will be granted an Option (i) if, immediately after the grant, that employee would be treated as owning stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary, as determined in accordance with Section 424 of the Code (as further described in the 2022 ESPP) or (ii) that permits his or her right to purchase common stock under the 2022 ESPP to accrue at a rate that, when aggregated with such participant’s rights to purchase shares under all other employee stock purchase plans of the Company, its parents and subsidiaries intended to meet the requirements of Section 423 of the Code, exceeds $25,000 in fair market value (determined on the option grant date(s)) for each calendar year in which the purchase right is outstanding at any time.
If the sum of (i) the total number of shares of common stock that would otherwise be purchased on the exercise date, plus (ii) the number of shares purchased during previous offering periods under the 2022 ESPP exceeds 750,000 shares of common stock, the number of shares then available under the 2022 ESPP will be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase common stock on the exercise date.
Certificates or book entries representing shares of common stock purchased under the 2022 ESPP may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship to the extent permitted under Section 423 of the Code, or in the name of a broker authorized by the employee to be his or her nominee for such purpose.
Transferability and Holding Period. Rights under the 2022 ESPP are not transferable by a participant other than by will or the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.
In general, unless the Administrator provides otherwise, a participant may not sell, exchange, assign, encumber, alienate, transfer, pledge or otherwise dispose of any shares of common stock acquired on the applicable exercise date, until the one-year anniversary of such exercise date. In
2022 Ansys Proxy Statement 59
addition, if a participant disposes of shares purchased under the 2022 ESPP within two years after the date of the grant of the Option pursuant to which the shares of common stock were purchased, such participant agrees to give the Company prompt notice of any such disposition of shares.
Withdrawal and Termination of Employment. A participant may withdraw from participation in the 2022 ESPP by delivering a written notice of withdrawal to his or her appropriate payroll location. The participant’s withdrawal will be effective as of the next business day. Following a participant’s withdrawal, the Company will promptly refund the participant’s entire account balance under the 2022 ESPP (after payment for any common stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. The participant may not begin participation again during the remainder of the offering from which the participant withdrew, but may enroll in a subsequent offering in accordance with the requirements described above.
If a participant’s employment terminates for any reason before the exercise date, no payroll deductions will be taken from any pay due and owing to such participant and the balance in such participant’s account will be paid to such participant or, in the case of death, to such participant’s designated beneficiary as if such participant had withdrawn from the 2022 ESPP as described in the previous paragraph. A participant will be deemed to have terminated employment for this purpose, if (1) the participant was employed by a designated subsidiary, and the participant’s employer ceases to be a subsidiary of the Company, or (2) such participant’s employment is transferred to any corporation other than the Company or a Company subsidiary designated by the Administrator as eligible to participate in the 2022 ESPP. A participant will not be deemed to have terminated employment for this purpose if the participant is on military leave, sick leave, or other bona fide leave of absence if the period of leave does not exceed three months, or if longer, so long as the participant’s right to reemployment is provided either by statute or otherwise.
Authorized Shares. Subject to adjustment as provided in the 2022 ESPP (and described below), the maximum aggregate number of shares of common stock that may be issued under the 2022 ESPP is 750,000. The shares of common stock issuable under the 2022 ESPP may be made available from authorized but unissued common stock, from shares held in the treasury of the Company, or from any other proper source.
In the event of a subdivision of outstanding shares of common stock, the payment of a dividend in common stock, or any other similar change affecting the common stock, the maximum aggregate number of shares approved for issuance under the 2022 ESPP, the maximum number of shares under an Option (as described above) and any other relevant limit under the 2022 ESPP shall be proportionately adjusted to give proper effect to such event.
Amendment or Termination. Generally, the 2022 ESPP will continue in effect until the earliest of (1) its termination by the Board, and (2) the issuance of all shares available for issuance under the 2022 ESPP.
The Administrator may at any time, and from time to time, amend the 2022 ESPP in any respect. However, no amendment shall be made that (1) increases the number of shares approved for issuance under the 2022 ESPP, or (2) makes any other change that would require stockholder approval in order for the 2022 ESPP to meet the requirements of an “employee stock purchase plan” under Section 423 of the Code, unless , within 12 months of the Administrator’s action, such amendment is approved by a majority of the votes cast by the Company’s stockholders on such amendment.
The 2022 ESPP may be terminated at any time by the Board. Upon termination of the 2022 ESPP, all amounts in the accounts of the participants will be promptly refunded to the participants.
Non-US Participants. The Administrator shall have the power, in its discretion, to adopt one or more sub-plans of the 2022 ESPP as the Administrator deems necessary or desirable to comply with the laws or regulations, tax policies, accounting principles or customs of foreign jurisdictions applicable to employees of a subsidiary business entity of the Company, provided that any such sub-plan shall not be within the scope of an “employee stock purchase plan” within the meaning of Section 423 of the Code. Any of the provisions of any such sub-plan may supersede the provisions of the 2022 ESPP, other than the aggregate limit on shares set forth in the 2022 ESPP. Except as superseded by the provisions of a sub-plan, the provisions of the 2022 ESPP will govern any such sub-plan. Alternatively and in order to comply with the laws of a foreign jurisdiction, the Administrator will have the power, in its discretion, to grant Options in an offering to citizens or residents of a non-U.S. jurisdiction (without regard to whether they are also citizens of the United States or resident aliens) that provide terms which are less favorable than the terms of Options granted under the same plan or offering to employees resident in the United States (as determined in accordance with Section 423 of the Code).
Withholding. Any income of a participant in connection with the 2022 ESPP is subject to any required tax withholding. By participating in the 2022 ESPP, each participant agrees that the Company and its subsidiaries have a right to deduct any such taxes for any payment of any kind due to the participant including the number of shares of common stock issuable under the 2022 ESPP.
Federal Tax Consequences
The 2022 ESPP and the right of participants to make purchases thereunder are generally intended to qualify under the provisions of Sections 421 and 423 of the Code. To that extent, no taxable income should be recognized by a participant with respect to shares purchased under the 2022 ESPP either at the time of enrollment or at any purchase date within an offering period.
If the participant disposes of shares purchased pursuant to the 2022 ESPP more than two years from the applicable grant date, the participant will recognize ordinary compensation income equal to the lesser of (1) the excess of the fair market value of the shares at the time of disposition over the purchase price, or (2) the excess of the fair market value of the shares as of the grant date over the purchase price (determined assuming purchase on the grant date). Any gain on the disposition in excess of the amount treated as ordinary compensation income will be
60 2022 Ansys Proxy Statement
long term capital gain. The Company is not entitled to take a deduction for the amount of the discount in the circumstances indicated above.
If the participant disposes of shares purchased pursuant to the 2022 ESPP within two years after the grant date, the employee will recognize ordinary compensation income on the excess of the fair market value of the stock on the purchase date over the purchase price. Any difference between the sale price of the shares and the fair market value on the purchase date will be capital gain or loss. The Company is entitled to a deduction from income equal to the amount the employee is required to report as ordinary compensation income.
The federal income tax rules relating to employee stock purchase plans qualifying under Section 423 of the Code
are complex. Therefore, the foregoing outline is intended to summarize only certain major federal income tax rules concerning qualified employee stock purchase plans.
New Plan Benefits
Because benefits under the 2022 ESPP will depend on employees’ elections to participate and the fair market value of the common stock at various future dates, it is not possible to determine the benefits that will be received by executive officers and other employees if the 2022 ESPP is approved by the stockholders.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ANSYS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN.
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The Company has been notified of the intention to present the following resolutionproposal at the 20222024 Annual Meeting. The Board and the Company accept no responsibility for the proposed resolutionproposal and supporting statement. As required by SEC rules, the resolutionproposal and supporting statement are printed verbatim below. Stockholders submitting a proposal must appear personally or by proxy at the 20222024 Annual Meeting to move the proposal for consideration. Ansys will provide the name and address of, and the number of the Company’s securities held by, the stockholder proponent promptly upon oral or written request made to the Secretary of the Company. The stockholder proposal follows.
updated accordingly. Against the proposal for the following reasons:84 – Elect Each Director AnnuallyRESOLVED, shareholdersAdopt a Shareholder Right to Call a
Special Shareholder Meetingthat our Companyboard to take all the steps necessary to reorganizeamend the Boardappropriate company governing documents to give the owners of Directors into one classa combined 10% of our outstanding common stock the power to call a special shareholder meeting.eachmanagement.subject to election each year for a one-year term.Although our management can adoptadoption of this proposal topic in one-yearcould foster better performance by our directors.implementation in one-year is a best practice, this proposal allows the option to phase it in.Classified Boards like the ANSS Board have been foundour bylaws thus need to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and Allen Ferrell of the Harvard Law School.Arthur Levitt, former Chairman of the Securities and Exchange Commission said, “In my view it’s best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.”A total of 79 S&P 500 and Fortune 500 companies, worth more than $1 trillion, also adopted this important proposal topic since 2012. Annual election of each director could make directors more accountable, and thereby contribute to improved performance and increased company value at virtually no extra cost to shareholders. Thus it was not a surprise that this proposal topic won more than 96%-support at both Centene Corporation and Teleflex in 2021.Annual election of each director gives shareholders more leverage if management performs poorly. For instance if management allows executive pay that is excessive or is poorly incentivized shareholders can soon vote against the Chair of the management pay committee instead of waiting 3-years under the current setup.This is a corporate governance improvement proposal like the 2021 shareholder proposal to eliminate 80% shareholder voting thresholds that won outstanding 87% support from ANSS shareholders at the 2021 annual meeting.Elect Each Director Annually
Adopt a Shareholder Right to Call a Special Shareholder Meeting –
Proposal 84Long-Term Focus. classified boardCompany’s existing governance structure encourages directors to consider the long-termis in line with best interestspractices, promotes director accountability, and protects stockholders’ interests. As further described in this proxy statement, Ansys’ corporate governance structure includes:itsChairman roles, and the Chairman is an independent director.
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Furthermore, the Board believes that the ability to prioritize long-term strategic planning afforded by the classified board structure has contributed to the Company’s stock growth and positive financial performance in recent years. Notwithstanding a global pandemic, Ansys has delivered strong long-term TSR in recent years. As described in the “2021 Financial and Operational Highlights” section of this proxy statement, a $100 investment in Ansys on December 31, 2018 would have grown to $280.62 by December 31, 2021, evidencing the effectiveness of the Company’s board leadership and structure.
Stability, Continuity, and Experience. special meeting. The Board believes that special meetings should only be held to cover extraordinary matters that are considered by the classified board structure, which is designed in partBoard to ensurebe so significant or urgent that at any given time, a majoritythey require consideration by the stockholders outside of an annual meeting. The By-Laws allow special meetings of stockholders to be called by the Board. The Board believes that this provides the Company with the flexibility to convene special stockholder meetings when the Board, with the directors serving on the Board have substantial knowledge of the Company, promotes stability and continuity of leadership, and allows for orderly change over time. Directors who understand the Company and its business, history, culture, and goals are a valuable resource and are well-positioned to make decisionsacting as fiduciaries, believes it would be in the best interests of the Company and its stockholders. WithAdopting a classified structure,right for stockholders of 10% of the Company’s outstanding stock to call a special meeting could require the Company to dedicate a significant amount of time and corporate resources to a special meeting even if up to 90% of stockholders are not in favor of calling the meeting. This would enable a small minority of stockholders or even a single stockholder to call unnecessary or duplicative meetings for less significant matters, which would be costly and disruptive to the Company. The Board believes that maintaining the Board’s sole right to call a special meeting protects against unnecessary waste of corporate resources and disruption associated with convening a special meeting.
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of institutional knowledge regarding operations, competition, trends, challenges, history, culture, risks,express concerns, allows the Company to understand the priorities and long-term strategy with the fresh perspectives of newer directors.Conversely, a declassified board, which could be entirely replaced in a single year with directors who are unfamiliar withits stockholders, and enables Ansys to effectively address the issues that matter most to its stockholders. Through these engagements, the Company poses a greater riskreceives input, provides additional information, and addresses questions on the Company’s corporate strategy, executive compensation programs, corporate governance, and other topics of volatility and inconsistency in leadership.
interest to stockholders.
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Protection of Stockholder Value. The Board believes that the classified board structure enhances the Company’s ability to achieve long-term value for stockholders by safeguarding the Company against hostile takeover efforts aimed at quickly taking control of the Company without paying fair value. Because less than a majority of directors stand for election at each annual meeting under a classified board structure, a hostile bidder could not simply replace a majority of the Board at a single annual meeting with directors aligned with the hostile bidder’s own interests. The classified board structure reduces vulnerability to such abusive takeover tactics and provides the Board the flexibility, time, and leverage it needs to evaluate the fairness of any takeover proposal at arm’s length, negotiate on behalf of and for the benefit of all stockholders, and weigh alternatives in order to provide maximum value for stockholders.
Accountability to Stockholders. The Board believes that the classified Board structure maintains the same level of accountability as annual elections of directors. At each annual meeting, stockholders have the opportunity to evaluate and elect approximately one-third of the Board, and the entire board is subject to annual performance evaluations coordinated10% threshold requested by the Nominating and Corporate Governance Committee, which are designed to ensure that the Company has the right directors to assist the Companyproposal is inconsistent with achieving its strategic priorities. Furthermore, regardless of term length, every director is required to act in accordance with his or her fiduciary duties to the Company and its stockholders.
Enhances Independence. The Board believes that the classified Board structure enhances the independence of non-employee directors. Specifically, three-year terms for individual directors allow the Board as a whole to take a longer-term view with respect to the Company and its business, thereby strengthening non-employee directors’ independence from both management and special interest groups or other parties whose particular agendas or short-term goals may not be in the best interests of all stockholders.
market practice.
proposal is inconsistent with market practice.
2022 Ansys Proxy Statement 63
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How can I vote before the virtual annual meeting?
64 2022 Ansys Proxy Statement
Street Name Stockholders.
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2022 Ansys Proxy Statement 65
Why did I receive a Notice Regarding the Availability of Proxy Materials on the Internet instead of a full set of proxy materials?
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66 2022 Ansys Proxy Statement
for vote at the 20222024 Annual Meeting. If other matters are duly presented, proxies will be voted in accordance with the best judgementjudgment of the proxy holders. In addition, the proxy holders may vote your shares to adjourn the 20222024 Annual Meeting and will be authorized to vote your shares at any adjournments or postponements of the 20222024 Annual Meeting.
that materials will be sent in the householding manner to the stockholder’s address, householding will continue until we or the broker are otherwise notified or until the stockholder revokes such consent. If, at any time, (i) stockholders sharing an address and receiving multiple copies of our Notice and other proxy materials wish to opt in to householding and receive a single copy of our proxy materials or (ii) stockholders no longer wish to participate in householding and would prefer to receive a separate Notice or other proxy materials in the future, they should notify their broker if shares are held in a brokerage account; if holding registered shares, they should call (866) 540-7095 or write to the following address: 51 Mercedes Way, Edgewood, NY 11717.
2022 Ansys Proxy Statement 67
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meeting (the “20232025 Annual Meeting”)Meeting must be received by the Secretary of the Company at our principal executive offices no earlier than December 13, 2022January 8, 2025 nor later than January 12, 2023,February 7, 2025, in accordance with the Company’s By-Laws.
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68 2022 Ansys Proxy Statement
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| ANSYS, Inc. 2600 Ansys Drive Canonsburg, PA 15317
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| | | When visionary companies need to know how their world-changing ideas will perform, they close the gap between design and reality with Ansys simulation. For more than 50 years, Ansys software has enabled innovators across industries to push boundaries by using the predictive power of simulation. From sustainable transportation to advanced semiconductors, from satellite systems to life-saving medical devices, the next great leaps in human advancement will be powered by Ansys. Take a leap of certainty with Ansys. Visit www.ansys.com for more information. Ansys and any and all ANSYS, Inc. brand, product, service and feature names, logos and slogans are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries in the United States or other countries. All other brand, product, service and feature names or trademarks are the property of their respective owners. | |
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2022 Ansys
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The content of the websites referred to in this proxy statement are not deemed to be part of, and are not incorporated by reference into, this proxy statement.
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Non-GAAP Reconciliations
2023.
(in millions except percentages) | Year ended December 31, 2021 | Year ended December 31, 2020 | Percentage Change | Percentage Change – Constant Currency** | ||||
Revenue (GAAP) | $1,906.7 | $1,681.3 | 13% | 13% | ||||
Revenue not reported during the period as a result of acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations | 24.8 | 14.2 | – | – | ||||
Revenue (Non-GAAP) | $1,931.5 | $1,695.5 | 14% | 14% | ||||
Other Compensation Committee approved adjustments* | 1.9 | (19.3) | NA | NA | ||||
Revenue, as adjusted (Non-GAAP) | $1,933.4 | $1,676.2 | NA | NA |
| (in millions, except percentages) | | | Year ended December 31, 2023 | | | Year ended December 31, 2022 | | | Percentage Change | | | Percentage Change – Constant Currency | | ||||||||||||
| Revenue (GAAP) | | | | $ | 2,269.9 | | | | | $ | 2,065.6 | | | | | | 10% | | | | | | 10% | | |
| Revenue not reported during the period as a result of acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations | | | | | — | | | | | | 7.3 | | | | | | — | | | | | | — | | |
| Revenue (Non-GAAP) | | | | $ | 2,269.9 | | | | | $ | 2,072.9 | | | | | | 10% | | | | | | 10% | | |
| Other Compensation Committee approved adjustments* | | | | | (68.1) | | | | | | 100.7 | | | | | | N/A | | | | | | N/A | | |
| Revenue, as adjusted (Non-GAAP) | | | | $ | 2,201.8 | | | | | $ | 2,173.6 | | | | | | N/A | | | | | | N/A | | |
** Constant currency amounts exclude the effects of foreign currency fluctuations on the reported results. To present this information, the 2021 results for entities whose functional currency is a currency other than the U.S. Dollar were converted to U.S. Dollars at rates that were in effect for 2020, rather than the actual exchange rates in effect for 2021.
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| (in millions) | | | Year ended December 31, 2023 | | |||
| Operating Income (GAAP) | | | | $ | 626.1 | | |
| Revenue not reported during the period as a result of acquisition accounting adjustment associated with accounting for deferred revenue in business combinations | | | | | — | | |
| Stock-based compensation expense | | | | | 221.9 | | |
| Excess payroll taxes related to stock-based awards | | | | | 5.5 | | |
| Amortization expense associated with intangible assets acquired in business combinations | | | | | 103.5 | | |
| Expenses related to business combinations | | | | | 9.4 | | |
| Operating Income (Non-GAAP) | | | | $ | 966.5 | | |
| Other Compensation Committee approved adjustments* | | | | | (35.6) | | |
| Operating Income, as adjusted (Non-GAAP) | | | | $ | 930.9 | | |
2022 Ansys Proxy Statement A-1
| (in millions) | | | Year ended December 31, 2023 | | |||
| Operating Cash Flow (GAAP) | | | | $ | 717.1 | | |
| Cash paid for interest | | | | | 46.1 | | |
| Tax benefit | | | | | (8.1) | | |
| Unlevered operating cash flows | | | | $ | 755.1 | | |
| Compensation Committee approved adjustments* | | | | | (32.2) | | |
| Unlevered Operating Cash Flow, as adjusted | | | | $ | 722.9 | | |
A-2 2022 Ansys Proxy Statement
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ANSYS, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following amendments to the Restated Certificate of Incorporation of the Corporation, dated February 18, 2020 (the “Restated Certificate”), have been approved and adopted by the Corporation’s Board of Directors and have been duly adopted by a vote of the stockholders of the Corporation, at a meeting duly called, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and the Restated Certificate:
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“Subject to the rights, if any, of any series of Preferred Stock to elect Directors and to remove any Director whom the holders of any such stock have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of a majority of the total votes which would be eligible to be cast by stockholders in the election of such Director. At least 30 days prior to any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal shall be sent to the Director whose removal will be considered at the meeting. For purposes of this Restated Certificate of Incorporation, “cause,” with respect to the removal of any Director shall mean only (i) conviction of a felony, (ii) declaration of unsound mind by order of court, (iii) gross dereliction of duty, (iv) commission of any action involving moral turpitude, or (v) commission of an action which constitutes intentional misconduct or a knowing violation of law if such action in either event results both in an improper substantial personal benefit and a material injury to the Corporation.”
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“The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of a majority of the total votes eligible to be cast on such amendment or repeal by holders of voting stock, voting together as a single class.”
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“The Corporation reserves the right to amend or repeal this Restated Certificate of Incorporation in the manner now or hereafter prescribed by statute and this Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. No amendment or repeal of this Restated Certificate of Incorporation shall be made unless the same is first approved by the Board of Directors pursuant to a resolution adopted by the Board of Directors in accordance with Section 242 of the DGCL, and, except as otherwise provided by law, thereafter approved by the stockholders. Whenever any vote of the holders of voting stock is required, and in addition to any other vote of holders of voting stock that is required by this Restated Certificate of Incorporation or by law, the affirmative vote of a majority of the total votes eligible to be cast by holders of voting stock with respect to such amendment or repeal, voting together as a single class, at a duly constituted meeting of stockholders called expressly for such purpose shall be required to amend or repeal any provisions of this Restated Certificate of Incorporation.”
IN WITNESS WHEREOF, ANSYS, Inc. has caused this Certificate of Amendment to the Restated Certificate of Incorporation to be signed by Ajei S. Gopal, its President and Chief Executive Officer, this [] day of [], 2022.
2022 Ansys Proxy Statement B-1
ANNEX C: ANSYS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN
ANSYS, INC.
2022 EMPLOYEE STOCK PURCHASE PLAN
The purpose of the ANSYS, Inc. 2022 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of ANSYS, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 12) with opportunities to purchase shares of the Company’s common stock, par value $.01 per share (the “Common Stock”). Seven Hundred, Fifty Thousand (750,000) shares of Common Stock in the aggregate have been approved and reserved for this purpose. The Plan is intended to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted in accordance with that intent. The Plan provides for both Section 423 and non-Section 423 components.
1. Administration. The Plan will be administered by the Company’s Board of Directors (the “Board”) or by the Compensation Committee of the Board or other committee appointed by the Board for such purpose. The Board or committee that administers the Plan is referred to herein as the “Administrator.” The Administrator has authority to make rules and regulations for the administration of the Plan, and its interpretations and decisions with regard thereto shall be final and conclusive. No member of the Board, any such committee or any other individual exercising administrative authority with respect to the Plan shall be liable for any action or determination with respect to the Plan or any option granted hereunder.
2. Offerings. The Company will make one or more offerings to eligible employees to purchase Common Stock under the Plan (“Offerings”). In addition, the Company may make separate Offerings which vary in terms (provided that, subject to Section 14, such terms are not inconsistent with the provisions of the Plan or the requirements for an “employee stock purchase plan” within the meaning of Section 423(b) of the Code), and the Administrator will designate which Designated Subsidiary is participating in each separate Offering. Unless otherwise determined by the Administrator, (a) the initial Offering will begin on August 1, 2022 and will end on January 31, 2023, and (b) each subsequent offering will begin the first business day occurring on or before each February 1 and August 1 and will end on the last business day occurring on or before the following July 31 and January 31, respectively. The Administrator may, in its discretion, choose an Offering period of six months or less for each of the Offerings and choose a different Offering period for each Offering. An Offering period in no event may exceed six months.
3. Eligibility. All individuals who are employees of the Company and each Designated Subsidiary (including employees who are also directors of the Company or a Designated Subsidiary) for purposes of Section 423 are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) (a) they have been employed by the Company or a Designated Subsidiary for a period of more than three (3) months and (b) they are customarily employed by the Company or a Designated Subsidiary for more than twenty (20) hours per week, or any lesser number of hours per week established by the Administrator in its discretion (on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423-2).
4. Participation. An employee eligible on any Offering Date may participate in such Offering by submitting an enrollment form to his or her appropriate payroll location at least fifteen (15) business days before the Offering Date (or by such other deadline as shall be established by the Administrator for the Offering); provided, however, that, with respect to the Offering commencing on August 1, 2022, no enrollment form will be accepted prior to the Effective Date (as defined in Section 27). The form will (a) state a whole percentage to be deducted from such employee’s Compensation (as defined in Section 12) per pay period, (b) authorize the purchase of Common Stock for such employee in each Offering in accordance with the terms of the Plan and (c) specify the exact name or names in which shares of Common Stock purchased for such employee are to be issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures will be deemed to have waived the right to participate. Unless an employee files a new enrollment form or withdraws from the Plan, such employee’s deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided such employee remains eligible. Notwithstanding the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.
5. Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of one percent (1%) up to a maximum of ten percent (10%) of his or her Compensation for each pay period. The Company will maintain book accounts showing the amount of payroll deductions made by each participating employee for each Offering. No interest will accrue or be paid on payroll deductions.
6. Deduction Changes. Unless the Administrator provides otherwise, an employee may increase or decrease his or her payroll deduction during any Offering. An employee may also terminate his or her payroll deduction for the remainder of the Offering, either with or without withdrawing from the Offering under Section 7. To increase, reduce or terminate his or her payroll deduction (without withdrawing from the Offering), an employee must submit a new enrollment form at least fifteen (15) business days (or such shorter period as shall be established by the Administrator) before the payroll date on which the change becomes effective. Subject to the requirements of Sections 4 and 5, an employee may either increase or decrease his or her payroll deduction with respect to the next Offering by filing a new enrollment form at least fifteen (15) business days before the next Offering Date (or by such other deadline as shall be established for the Offering).
7. Withdrawal. An employee may withdraw from participation in the Plan by delivering a written notice of withdrawal to his or her appropriate payroll location. The employee’s withdrawal will be effective as of the next business day. Following
2022 Ansys Proxy Statement C-1
an employee’s withdrawal, the Company will promptly refund such employee’s entire account balance under the Plan (after payment for any Common Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.
8. Grant of Options. On each Offering Date, the Company will grant to each eligible employee who is then a participant in the Plan an option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter provided for, (a) a number of shares of Common Stock determined by dividing such employee’s accumulated payroll deductions on such Exercise Date by the Option Price, or (b) 3,840 shares of Common Stock, whichever is less. Subject to the limitations herein, each employee’s Option shall be exercisable only to the extent of such employee’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased under such Option (the “Option Price”) will be 90% of the Fair Market Value of the Common Stock on the Offering Date or the Exercise Date, whichever is less.
Notwithstanding the foregoing, no employee may be granted an option hereunder if such employee, immediately after the option was granted, would be treated as owning stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section 12). For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock which the employee has a contractual right to purchase shall be treated as stock owned by the employee. In addition, no employee may be granted an Option which permits his or her rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which exceeds $25,000 in fair market value of such stock (determined on the option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in which they were granted.
9. Exercise of Option and Purchase of Shares. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option on such date and shall acquire from the Company such number of whole shares of Common Stock reserved for the purpose of the Plan as his or her accumulated payroll deductions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Any amount remaining in an employee’s account at the end of an Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next Offering; any other balance remaining in an employee’s account at the end of an Offering will be refunded to the employee promptly.
10. Issuance of Certificates. Certificates or book entries representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship to the extent permitted under Section 423 of the Code, or in the name of a broker authorized by the employee to be his or her nominee for such purpose.
11. Holding Period. Unless the Administrator provides otherwise, an employee may not sell, exchange, assign, encumber, alienate, transfer, pledge or otherwise dispose of any shares of Common Stock acquired on the Exercise Date at the end of an Offering until the one-year anniversary of such Exercise Date.
12. Definitions.
The term “Compensation” means the amount of total cash compensation, prior to salary reduction pursuant to either Section 125 or 401(k) of the Code, including base pay, overtime, commissions and bonuses, but excluding allowances and reimbursements for expenses such as relocation allowances or travel expenses, income or gains on the exercise of Company stock options, and similar items.
The term “Designated Subsidiary” means any present or future Subsidiary (as defined below) that has been designated by the Administrator to participate in the Plan. The Administrator may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after the Plan is approved by the stockholders.
The term “Fair Market Value of the Common Stock” means, as of a particular date, the closing price of a share of Common Stock as reported for that date on the Nasdaq Stock Market or, if the Common Stock is not then listed on the Nasdaq Stock Market, on any other national securities exchange on which the Common Stock is listed, or if there are no sales on such date, on the next trading date after which a sale has occurred. If there is no regular public trading market for the Common Stock, then Fair Market Value of the Common Stock shall be the fair market value as determined in good faith by the Administrator.
The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.
The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of the Code.
13. Rights on Termination of Employment. If a participating employee’s employment terminates for any reason before the Exercise Date for any Offering, no payroll deduction will be taken from any pay due and owing to such employee and
C-2 2022 Ansys Proxy Statement
the balance in such employee’s account will be paid to such employee or, in the case of death, to such employee’s designated beneficiary as if such employee had withdrawn from the Plan under Section 7. An employee will be deemed to have terminated employment, for this purpose, if the corporation that employs such employee, having been a Designated Subsidiary, ceases to be a Subsidiary, or if such employee is transferred to any corporation other than the Company or a Designated Subsidiary. An employee will not be deemed to have terminated employment for this purpose if the employee is on military leave, sick leave, or other bona fide leave of absence if the period of leave does not exceed three (3) months, or if longer, so long as the employee’s right to reemployment is provided either by statute or otherwise.
14. Special Rules. The Administrator shall have the power, in its discretion, to adopt one or more sub-plans of the Plan as the Administrator deems necessary or desirable to comply with the laws or regulations, tax policies, accounting principles or customs of foreign jurisdictions applicable to employees of a subsidiary business entity of the Company, provided that any such sub-plan shall not be within the scope of an “employee stock purchase plan” within the meaning of Section 423. Any of the provisions of any such sub-plan may supersede the provisions of this Plan, other than the aggregate limit on shares set forth in the preamble to this Plan and Section 18. Except as superseded by the provisions of a sub-plan, the provisions of this Plan shall govern any such sub-plan. Alternatively and in order to comply with the laws of a foreign jurisdiction, the Administrator shall have the power, in its discretion, to grant Options in an Offering to citizens or residents of a non-U.S. jurisdiction (without regard to whether they are also citizens of the United States or resident aliens) that provide terms which are less favorable than the terms of Options granted under the same plan or offering to employees resident in the United States (as determined in accordance with Section 423 of the Code).
15. Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his or her pay shall constitute such employee a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued to such employee.
16. Rights Not Transferable. Rights under the Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.
17. Application of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose.
18. Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the payment of a dividend in Common Stock, or any other similar change affecting the Common Stock, the number of shares approved for the Plan, the share limitation set forth in Section 8 and any other relevant limit under the Plan shall be proportionately adjusted to give proper effect to such event.
19. Amendment of the Plan. Except as provided herein, the Administrator may at any time, and from time to time, amend the Plan in any respect; provided, however, that no amendment shall be made that (a) increases the number of shares approved for issuance under the Plan or (b) makes any other change that would require stockholder approval in order for the Plan, as amended, to meet the requirements of an “employee stock purchase plan” under Section 423(b) of the Code unless, within twelve (12) months of the Administrator’s action, such amendment is approved by a majority of the votes cast by the Company’s stockholders on such amendment.
20. Insufficient Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares then available shall be apportioned among participants in proportion to the amount of payroll deductions accumulated on behalf of each participant that would otherwise be used to purchase Common Stock on such Exercise Date.
21. Termination of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts of participating employees shall be promptly refunded.
22. Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to obtaining all governmental approvals required in connection with the authorization, issuance, or sale of such stock.
23. Governing Law. The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law.
24. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.
25. Tax Withholding. Participation in the Plan is subject to any required tax withholding on income of the participant in connection with the Plan. Each employee agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct any such taxes from any payment of any kind otherwise due to the employee, including shares issuable under the Plan.
26. Notification Upon Sale of Shares. Each employee agrees, by entering the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to which such shares were purchased.
2022 Ansys Proxy Statement C-3
27. Effective Date and Approval of Stockholders. The Plan was approved by the Board on March 14, 2022, but the Plan shall not become effective unless it has received approval by the Company’s stockholders within 12 months after the date of such Board approval (the date of such stockholder approval, the “Effective Date”).
C-4 2022 Ansys Proxy Statement
ANSYS, INC.
2600 ANSYS DRIVE
CANONSBURG,DRIVECANONSBURG, PA 15317
VOTE15317VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
BeforeaboveBefore The Meeting - UseGo to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up untilofinformation. Vote by 11:59 p.m. Eastern Time the day before the cutoff date or meeting date.P.M. ET on 06/6/2024. Have your proxy card in hand when youwhenyou access the web site and follow the instructions to obtain your records and to create ancreatean electronic voting instruction form.
Duringform.During The Meeting - Go to www.virtualshareholdermeeting.com/anss2022 Youanss2024You may attend the meeting via the Internet and vote during the meeting. Have the informationtheinformation that is printed in the box marked by the arrow available and follow the instructions.
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Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have providedhaveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,NY 11717.
The Board of Directors recommends you vote FOR the following: | ||||||||||||||||||||||||||
1. | Election of Three Class II Directors for Three-Year Terms. | |||||||||||||||||||||||||
Nominees | ||||||||||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||||||||
1A | Anil Chakravarthy | ☐ | ☐ | ☐ | ||||||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||||||||
1B | Barbara V. Scherer | ☐ | ☐ | ☐ | 6. | Approval of the Amendment of Article IX of the Charter to Eliminate the Supermajority Vote Requirement for Stockholders to Approve Amendments to or Repeal Certain Provisions of the Charter. | ☐ | ☐ | ☐ | |||||||||||||||||
1C | Ravi Vijayaraghavan | ☐ | ☐ | ☐ | ||||||||||||||||||||||
7. | Approval of the ANSYS, Inc. 2022 Employee Stock Purchase Plan. | ☐ | ☐ | ☐ | ||||||||||||||||||||||
The Board of Directors recommends you vote FOR proposals 2 through 7. | For | Against | Abstain | |||||||||||||||||||||||
2. | Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022. | ☐ | ☐ | ☐ | The Board of Directors recommends you vote AGAINST the following proposal: | For | Against | Abstain | ||||||||||||||||||
3. |
Advisory Approval of the Compensation of Our Named Executive Officers. |
☐ |
☐ |
☐ | 8. | Stockholder Proposal Requesting the Annual Election of Directors, if Properly Presented. | ☐ | ☐ | ☐ | |||||||||||||||||
4. | Approval of the Amendment of Article VI, Section 5 of the Charter to Eliminate the Supermajority Vote Requirement to Remove a Director. | ☐ | ☐ | ☐ | ||||||||||||||||||||||
| 5. | Approval of the Amendment of Article VIII, Section 2 of the Charter to Eliminate the Supermajority Vote Requirement for Stockholders to Amend or Repeal the By-Laws. | ☐ | ☐ | ☐ | |||||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | ||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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