DEF 14A
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14A

 

 

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under § 240.14a-12

ANSYS, INC.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

  No fee required
  Fee paid previously with preliminary materials
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 


Table of Contents

LOGO

 


Table of Contents
LOGO    LOGO

A MESSAGE TO OUR STOCKHOLDERS

 

Dear Stockholders,    March 28, 2022

2021 was another excellent year for Ansys. Our strong execution and growing markets enabled us to over perform relative to our own goals and end the year with record deferred revenue and backlog. We believe we are well-positioned for continued strong growth and profitability in 2022 and beyond.

We reported record GAAP revenue of $1,906.7 million and non-GAAP revenue* of $1,931.5 million, a 13% and 14% respective increase in both reported and constant currency*, when compared to the year ended December 31, 2020. Annual contract value (“ACV”)* was a record $1,870.7 million, an increase of 16% in reported and constant currency, when compared to fiscal 2020.

Ansys saw strength across all major industries, geographies, and go-to-market routes. Our top sectors were again the high tech & semiconductor, aerospace & defense, and automotive & ground transportation sectors – and each demonstrated robust year-over-year growth. From a geographical perspective, we saw strong performance with each region growing ACV at double digits. Our direct and indirect channels and each of our go-to-market customer segments – enterprise, strategic, and volume accounts – also grew by double digits. Ansys drove broad-based growth consistent with our expectations across product lines – from our more established flagship products in structures, fluids, and electromagnetics to our newer offerings such as optics, materials, and digital mission engineering.

Over the course of the year, Ansys continued to deliver value to our customers by pushing the boundaries of simulation. In addition to our two product releases, which include a wealth of functionality across the portfolio, we introduced innovative new solutions, including Ansys HFSS Mesh Fusion, which simplifies the development of modern electronic products through the power of simulation.

Ansys also added to our product portfolio through strategic acquisitions in 2021. Our acquisition 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 analysis and the systems model, ensuring that 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 are a testament to the innovation and dedication of our more than 5,000 Ansys colleagues around the world. Whether working from the office, a customer site, or from home, the Ansys team has consistently delivered for our customers, our partners, and our stockholders.

As excited as we are about our achievements in 2021, 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, for the communities we serve, and for our stockholders in 2022 and beyond.

Thank you for your continued support.

 

Sincerely,    Sincerely,
LOGO    LOGO
Ronald W. Hovsepian    Ajei Gopal
Chairman of the Board    President and CEO

* Non-GAAP revenue and constant currency are non-GAAP measures. For additional information on non-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 2021 PSU Awards” in the accompanying proxy statement.


Table of Contents

ANSYS, Inc.

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

TO THE STOCKHOLDERS OF ANSYS, INC.

The annual meeting of stockholders of ANSYS, Inc. (“Ansys,” “we,” or the “Company”) will be held on Thursday, May 12, 2022, at 11:30 a.m. Eastern Time (the “2022 Annual Meeting”), virtually via live webcast at www.virtualshareholdermeeting.com/anss2022 for the following purposes, as more fully described in the accompanying proxy statement:

 

1.

Election of three Class II directors for three-year terms;

2.

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022;

3.

Advisory approval of the compensation of our named executive officers;

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;

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;

7.

Approval of the ANSYS, Inc. 2022 Employee Stock Purchase Plan;

8.

Stockholder proposal requesting the annual election of directors, if properly presented; and

9.

Such other business as may properly come before the 2022 Annual Meeting and any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on March 15, 2022 as the record date for determination of stockholders entitled to notice of, and to vote at, the 2022 Annual Meeting and any adjournments or postponements thereof. Only holders of record of common stock at the close of business on that date will be entitled to notice of, and to vote at, the 2022 Annual Meeting and any adjournments or postponements thereof. In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the 2022 Annual Meeting, the 2022 Annual Meeting may be adjourned in order to permit further solicitation of proxies.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE 2022 ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE 2022 ANNUAL MEETING, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE, OR MAIL.

We appreciate your continued support of Ansys.

Very truly yours,

 

LOGO

Janet Lee

Vice President, General Counsel and Secretary

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:

 

   
   

 

LOGO

 

  

 

Vote Online

www.proxyvote.com

 

   

LOGO

 

  

Vote by Phone

1.800.690.6903

 

   

LOGO

 

  

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 2022 Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/anss2022.

 

See “Other Matters—Questions and Answers About the Proxy Materials and the 2022 Annual Meeting” in the accompanying proxy statement for details on voting requirements and additional information about the 2022 Annual Meeting.

 

 
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2022
 

The Notice of Annual Meeting of Stockholders, Proxy Statement and Annual Report for the fiscal year ended December 31, 2021 are available at www.proxyvote.com. If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a paper copy of the Notice of Annual Meeting of Stockholders, Proxy Statement or Annual Report unless you specifically request a copy. You may request paper copies, including a proxy card, by following the instructions on the Notice of Internet Availability of Proxy Materials. We began making our proxy materials available on March 28, 2022.

 

 

 


Table of Contents

 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that provide current expectations or forecasts of future events based 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:

 

 

adverse conditions in the macroeconomic environment, including high inflation, constrained credit and liquidity, and volatility in equity and foreign exchange markets; political, economic, regulatory and public health and safety risks and uncertainties in the countries and regions in which we operate; and disruptions in the global economy and financial markets that may limit or delay availability of credit under our existing or new credit facilities, or that may limit our ability to obtain credit or financing on acceptable terms or at all;

 

 

our ability to timely recruit and retain key personnel in a highly competitive labor market for skilled personnel, including as a result of wage inflation;

 

 

impacts from tariffs, trade sanctions, export license requirements or other trade barriers;

 

 

current and future impacts of a natural disaster or catastrophe, including the COVID-19 pandemic and actions taken to address the pandemic by our customers, suppliers, regulatory authorities, and our business, on the global economy and our business and consolidated financial statements; and government actions or mandates surrounding the COVID-19 pandemic;

 

 

declines in our customers’ businesses resulting in adverse changes in procurement patterns; disruptions in accounts receivable and cash flow due to customers’ liquidity challenges and commercial deterioration; uncertainties regarding demand for our products and services in the future and our customers’ acceptance of new products; delays or declines in anticipated sales due to reduced or altered sales and marketing interactions with customers; and potential variations in our sales forecast compared to actual sales;

 

 

increased volatility in our revenue due to the timing, duration and value of multi-year lease contracts; and our reliance on high renewal rates for annual lease and maintenance contracts;

 

 

our ability to protect our proprietary technology; cybersecurity threats or other security breaches, including in relation to an increased level of our activity that is occurring from remote global off-site locations; and disclosure and misuse of employee or customer data whether as a result of a cybersecurity incident or otherwise;

 

 

the quality of our products, including the strength of features, functionality and integrated multi-physics capabilities; our ability to develop and market new products to address the industry’s rapidly changing technology; failures or errors in our products and services; and increased pricing pressure as a result of the competitive environment in which we operate;

 

 

investments in complementary companies, products, services and technologies; our ability to complete and successfully integrate our acquisitions and realize the financial and business benefits of the transactions; and the impact indebtedness incurred in connection with any acquisition could have on our operations;

 

 

investments in global sales and marketing organizations and global business infrastructure; and dependence on our channel partners for the distribution of our products;

 

 

operational disruptions generally or specifically in connection with transitions to and from remote work environments; and the failure of our technological infrastructure or those of the service providers upon whom we rely including for infrastructure and cloud services;

 

 

our ability and our channel partners’ ability to comply with laws and regulations in relevant jurisdictions; and the outcome of contingencies, including legal proceedings, government or regulatory investigations and service tax audit cases;

 

 

our intention to repatriate previously taxed earnings in excess of working capital needs and to reinvest all other earnings of our non-U.S. subsidiaries;

 

 

plans for future capital spending; the extent of corporate benefits from such spending including with respect to customer relationship management; and higher than anticipated costs for research and development or slowdown in our research and development activities;

 

 

uncertainty regarding income tax estimates in the jurisdictions in which we operate; and the effect of changes in tax laws and regulations in the jurisdictions in which we operate; and

 

 

other risks and uncertainties described in our reports filed from time to time with the Securities and Exchange Commission.


Table of Contents

 

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.

 


Table of Contents

 

TABLE OF CONTENTS

 

PROXY STATEMENT

    1  

PROXY STATEMENT SUMMARY

    1  

Virtual Annual Meeting

    1  

Proposals Requiring Your Vote

    2  

BOARD OF DIRECTORS

    3  

Board Characteristics: Director Nominees and Continuing Directors

    4  

BUSINESS AND STRATEGY OVERVIEW

    5  

2021 FINANCIAL AND OPERATIONAL HIGHLIGHTS

    6  

CORPORATE GOVERNANCE HIGHLIGHTS

    7  

EXECUTIVE COMPENSATION HIGHLIGHTS

    8  

Components of Our Compensation Program

    8  

STOCKHOLDER ENGAGEMENT HIGHLIGHTS

    9  

CORPORATE RESPONSIBILITY

    10  

PROPOSAL 1: ELECTION OF THREE CLASS II DIRECTORS FOR THREE-YEAR TERMS

    11  

DIRECTOR CLASSES AS OF THE 2022 ANNUAL MEETING

    11  

DIRECTOR DIVERSITY

    12  

DIRECTOR NOMINEES

    13  

CONTINUING DIRECTORS FOLLOWING THE 2022 ANNUAL MEETING

    15  

CORPORATE GOVERNANCE AT ANSYS

    18  

Director Independence

    18  

Board Responsibilities

    18  

Oversight of Risk Management

    18  

Communications with the Board

    19  

Related-Party Transactions

    19  

Board Structure and Processes

    19  

Board Meetings and Attendance

    20  

Committees

    20  

Audit Committee

    20  

Compensation Committee

    20  

Nominating and Corporate Governance Committee

    21  

Strategic Partnerships and Transactions Committee

    21  

Director Nomination Process

    21  

Compensation Committee Interlocks and Insider Participation

    21  

Director Attendance at the 2021 Annual Meeting

    21  

NON-EMPLOYEE DIRECTOR COMPENSATION

    22  

Cash Compensation

    22  

Equity Compensation

    22  

Director Stock Ownership Guidelines

    22  

DIRECTOR COMPENSATION TABLE FISCAL YEAR 2021

    23  

PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE  & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022

    23  

AUDIT COMMITTEE REPORT TO STOCKHOLDERS

    24  

Independent Registered Accounting Firm Services and Fees

    25  

PROPOSAL 3: ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

    26  

OUR EXECUTIVE OFFICERS

    27  

COMPENSATION DISCUSSION AND ANALYSIS

    28  

Our Named Executive Officers

    28  

Overview of Compensation Program & Philosophy

    28  

Fiscal 2021 Financial Highlights

    28  

2021 Say-on-Pay

    28  

Executive Compensation Best Practices

    29  

Our 2021 Executive Compensation Program

    30  

Objectives of Our Compensation Program

    30  

Role of Compensation Consultant

    30  

Role of Compensation Committee and Executive Officers in Compensation Decisions

    30  

Peer Group Considerations

    31  

Components of Compensation Program and Fiscal 2021 Compensation

    31  

Base Salaries

    32  

2021 Base Salaries

    32  

Performance Based Cash Bonuses

    32  

Long-Term Equity Compensation

    36  

Other Compensation Policies and Information

    39  

Post-Employment Compensation

    39  

 

 


Table of Contents

COMPENSATION COMMITTEE REPORT

    41  

COMPENSATION POLICIES AND PRACTICES RELATED TO RISK MANAGEMENT

    41  

FISCAL 2021 COMPENSATION TABLES

    42  

Summary Compensation Table (2021, 2020, and 2019)

    42  

Grants of Plan-Based Awards in Fiscal 2021 Table

    43  

Outstanding Equity Awards at Fiscal Year End 2021 Table

    44  

Option Exercises and Stock Vested in Fiscal 2021 Table

    47  

Potential Payments upon Termination or Change in Control under Employment or Other Agreements Table

    48  

2021 CEO PAY RATIO

    49  

OWNERSHIP OF OUR COMMON STOCK

    50  

Security Ownership of Certain Beneficial Owners

    50  

Security Ownership of Our Management

    51  

DELINQUENT SECTION 16(a) REPORTS

    52  

EQUITY COMPENSATION PLANS

    53  

Equity Compensation Plan Information as of December 31, 2021

    53  

INTRODUCTION TO PROPOSALS 4-6: ELIMINATION OF SUPERMAJORITY VOTING PROVISIONS

    54  

PROPOSAL 4: APPROVAL OF THE AMENDMENT OF ARTICLE VI, SECTION 5 OF THE CHARTER TO ELIMINATE THE SUPERMAJORITY VOTE REQUIREMENT TO REMOVE A DIRECTOR

    55  

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-LAWS

    56  

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 CHARTER

    57  

PROPOSAL 7: APPROVAL OF ANSYS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN

    58  

PROPOSAL 8: STOCKHOLDER PROPOSAL REQUESTING THE ANNUAL ELECTION OF DIRECTORS, IF PROPERLY PRESENTED

    62  

OTHER MATTERS

    64  

Questions and Answers About the Proxy Materials and the 2022 Annual Meeting

    64  

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2023 ANNUAL MEETING

    68  

Stockholder Proposals—Proxy Access By-Laws

    68  

Stockholder Proposals—Advance Notice By-Laws

    68  

Compliance with Universal Proxy Rules for Directors Nominations—SEC 14a-19

    68  

Stockholder Proposals—SEC Rule 14a-8

    69  

ANNEX A: NON-GAAP RECONCILIATIONS

    A-1  

ANNEX B: CERTIFICATE OF AMENDMENT

    B-1  

ANNEX C: ANSYS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN

    C-1  

 

 

 


Table of Contents

 

PROXY STATEMENT

The Board of Directors (the “Board”) of ANSYS, Inc. (“Ansys,” “we” or the “Company”) is providing this proxy statement in connection with its solicitation of proxies to be voted at the Company’s annual meeting of stockholders to be held on May 12, 2022 (the “2022 Annual Meeting”). We began making our proxy materials available on March 28, 2022.

 

 

PROXY STATEMENT SUMMARY

This summary highlights important information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider. Please read the entire proxy statement before voting. For more complete information regarding our 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2022 (the “2021 Form 10-K”) and can be found on our investor relations website at https://investors.ansys.com/financials/sec-filings/.

 

 

 

2022 ANNUAL MEETING OF STOCKHOLDERS

 

   

Time and Date

   May 12, 2022, at 11:30 a.m. Eastern Time
   

Live Webcast Address    

   www.virtualshareholdermeeting.com/anss2022
   

Record Date

   March 15, 2022
   

Voting

   Stockholders of Ansys as of the record date, March 15, 2022 (the “Record Date”), are entitled to vote on the proposals at the 2022 Annual Meeting. Each share of Ansys common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the 2022 Annual Meeting.

 

Virtual Annual Meeting

The 2022 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- 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.

We are sensitive to concerns regarding virtual annual meetings generally from investor advisory groups and other stockholder rights advocates who have voiced concerns that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed this virtual annual meeting format to enhance, rather than constrain, stockholder access, participation and communication. For example, the online format allows stockholders to communicate with us during the meeting so they can ask questions of our management. During the live Q&A session of the meeting, we will answer questions pertinent to the 2022 Annual Meeting matters as time permits. Questions regarding personal matters, including those related to employment, product issues or suggestions for product

innovations are not pertinent to the 2022 Annual Meeting and therefore will not be answered. Any questions pertinent to the 2022 Annual Meeting that cannot be answered during the 2022 Annual Meeting due to time constraints will be posted online and answered at https://investors.ansys.com/governance/proxy-materials/. If you wish to submit a question during the 2022 Annual Meeting, you may do so by logging into the virtual annual meeting platform at www.virtualshareholdermeeting.com/anss2022, typing your question in the “Ask a Question” field and clicking “Submit.” Although the live webcast is available only to stockholders at the time of the meeting, a replay of the meeting will be made publicly available for a minimum of one year at www.virtualshareholdermeeting.com/anss2022.

We will have technicians ready to assist you with any difficulties you may have accessing the virtual annual meeting. If you need technical support during the 2022 Annual Meeting, including to access the 2022 Annual Meeting’s virtual meeting platform, please call the technical support number that will be posted on the virtual meeting login page for assistance.

Additional information regarding the ability of stockholders to ask questions during the 2022 Annual Meeting, technical support, rules of conduct, and other materials for the 2022 Annual Meeting, including the list of our stockholders of record, will be available during the 2022 Annual Meeting at www.virtualshareholdermeeting.com/anss2022.

 

 

 

2022 Ansys Proxy Statement     1


Table of Contents

Proposals Requiring Your Vote

Your vote is very important. Please cast your vote immediately on each of the proposals to ensure that your shares are represented.

 

         
    

 

Proposals

   Board
Recommendations
        More
Information
1     

 

Proposal 1 — Election of Three Class II Directors for Three-Year Terms

 

The Board and the Nominating and Corporate Governance Committee believe that the three Class II director nominees possess the necessary qualifications and expertise to provide effective oversight and advice to management.

 

   FOR each nominee        p. 11
2     

 

Proposal 2 — Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022

 

The Audit Committee approved the retention of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2022. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent auditor.

 

   FOR        p. 23
3     

 

Proposal 3 — Advisory Approval of the Compensation of Our Named Executive Officers

 

The Company’s executive compensation policies and programs are designed to create a direct link between stockholder and management interests, with incentives specifically tailored to the achievement of financial, operational, and stock performance goals.

 

   FOR        p. 26
4     

 

Proposal 4 — Approval of the Amendment of Article VI, Section 5 of the Charter to Eliminate the Supermajority Vote Requirement to Remove a Director

 

The 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.

 

   FOR        p. 55
5     

 

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-Laws

 

The 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.

 

   FOR        p. 56
6     

 

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 Charter

 

The 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.

 

   FOR        p. 57
7     

 

Proposal 7 — Approval of the ANSYS, Inc. 2022 Employee Stock Purchase Plan

 

The 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.

 

   FOR        p. 58
8     

 

Proposal 8 — Stockholder Proposal Requesting the Annual Election of Directors, if Properly Presented

 

The Board has determined that retention of a classified board structure remains in the long-term best interest of Ansys and its stockholders.

 

   AGAINST        p. 62

 

 

2     2022 Ansys Proxy Statement


Table of Contents

 

BOARD OF DIRECTORS

The following table and the description of Board characteristics below provide summary information about the continuing directors and director nominees serving on our Board. Our Board is divided into three classes and is currently comprised of three directors in Class I, three directors in Class II, and three directors in Class III. Directors serve for three-year terms, with one class of directors being elected by our stockholders at each annual meeting.

 

           
Name   Age      Director   
Since   
  Occupation   Independent     Current
Committee
Membership

 

Class II – Term Expires 2022

 

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

 

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

 

           

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†

* Ms. Dorchak will cease service as a member of the Compensation Committee on April 1, 2022.

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


Table of Contents

Board Characteristics: Director Nominees and Continuing Directors

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

 

4     2022 Ansys Proxy Statement


Table of Contents

 

BUSINESS AND STRATEGY OVERVIEW

 

Ansys develops and markets engineering simulation software and services used by engineers, designers, researchers and students around the world. Customers leverage Ansys solutions to create cutting-edge products across a variety of industries, including aerospace and defense, automotive, electronics, semiconductors, energy, turbomachinery, consumer products and healthcare. Ansys solutions empower users to design and analyze their products digitally, without the need for physical prototypes, saving customers money while speeding innovation. We distribute our technology through a direct global sales force and a network of channel partners.

We continue to invest in building advanced capabilities and have integrated our technology into an open and scalable platform that can be delivered both on-premises and in the cloud. Our compelling end-to-end portfolio includes products in mechanical, fluids, electromagnetics, semiconductors, systems, optics, photonics and materials, among other areas.

Our strategy of Pervasive Engineering Simulation seeks to deepen the use of simulation in our core, to inject simulation throughout the product lifecycle and to embed simulation into our partners’ ecosystems. The engineering software simulation market is strong and growing. The market growth is driven by customers’ need for rapid, quality innovation in a cost-efficient manner, enabling faster time to market of new products and lower warranty

costs. We are investing in solutions to help engineers deal with increasing product complexity in:

 

  Electrification, including electric vehicles;

 

  Autonomy, including self-driving vehicles;

 

  5G and telecommunications; and

 

  The industrial internet of things (the “IIoT”).

In the longer term, we are also investing in opportunities around digital twins and simulation for additive manufacturing. Our strategy of Pervasive Engineering Simulation is aligned with the market growth.

To support that strategy, we will continue to follow a series of pillars that we believe will drive future growth. We will reinforce and extend our leadership in core and high-growth solutions. We will build and grow our offerings and expertise in adjacencies to our current core competencies. We will continue to pursue a smart and strategic acquisition strategy to grow our business, and we will partner with other industry leaders to broaden pervasive simulation into other ecosystems. Importantly, we will continue to win in the right way, built on a culture of and commitment to diversity, equity, inclusion and belonging.

 

 

 

2022 Ansys Proxy Statement     5


Table of Contents

 

2021 FINANCIAL AND OPERATIONAL HIGHLIGHTS

 

Throughout 2021, Ansys responded to the impact of the global pandemic while maintaining a focus on executing 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, 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.

Our focused execution yielded strong financial results, reflected in our annual contract value (“ACV”)* growth of

16% in both reported and constant currency*, GAAP operating margin of 26.9%, and, non-GAAP operating margin* of 41.4%, and record operating cash flows of $549.5 million for the year ended December 31, 2021. We had deferred revenue and backlog of $1,257.9 million as of December 31, 2021. We repurchased 0.3 million shares during the year at an average price per share of $388.35.

*Non-GAAP operating margin and constant currency are non-GAAP measures. For additional information on 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 metric comparable to ACV. For a description of ACV, see the section titled “Performance Metrics for 2021 PSU Awards” in this proxy statement.

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 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 Index 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.

 

 

LOGO

 

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.

 

 

 

6     2022 Ansys Proxy Statement


Table of Contents

During 2021, we also introduced new capabilities to our product portfolio through organic development. We released Ansys 2021 R1 and R2, which deliver greater engineering insight with unprecedented speed and simplicity, equipping globally distributed teams to accelerate innovation across a wide range of industries. These releases enable greater design exploration, improve engineering productivity and provide solutions that help reduce costs while increasing product quality. Technology advancements across our product portfolio continue to redefine what is possible with simulation when addressing the increasing complexity of tomorrow’s next generation products.

Improvements in Ansys 2021 R2 products provide the power to explore early stage product design and complex system engineering from the nanometer scale of chip design to the mission level of aerospace and defense operating environments. Ansys’ industry-leading simulation solutions provide an open approach that streamlines engineering via simplified workflows, integrated data management and easy access to HPC power via the cloud. With access to nearly limitless computing via Ansys Cloud, engineers who use Ansys 2021 R2 products have the speed and flexibility to ask the “what-if” questions that lead to innovations in autonomous vehicles, chip design, mission-critical connectivity solutions and more sustainable travel via lightweight materials and electrification.

Partnerships remain a key part of our pervasive simulation strategy. Our current partnerships continue to broaden and we are excited about the value we can bring to a wider ecosystem of customers.

In addition to our strong financial results and robust product development, we continued our investment in employee talent and engagement and the infrastructure needed to support faster growth and capture a larger addressable market. We continued to recruit top talent globally across our key regions, and we employed approximately 5,100 people as of December 31, 2021, including approximately: 1,900 in product development, 2,500 in sales, support and marketing, and 700 in general and administrative functions. Of these employees, 46% were located in the Americas, 27% were located in Europe, Middle East and Africa and 27% were located in Asia-Pacific.

Ansys is committed to corporate responsibility and furthering our environmental, social, and governance (“ESG”) progress. In 2021, we updated our Corporate Responsibility (“CR”) pillars to the following: (1) advancing sustainability through our products; (2) investing in our people and ONE Ansys culture; (3) operating sustainably and responsibly; and (4) collaborating with stakeholders. For more information see the “Corporate Responsibility” section of this proxy statement.

 

 

 

CORPORATE GOVERNANCE HIGHLIGHTS

We believe that sound corporate governance and independent oversight of a company’s strategic execution are essential ingredients of a well-run company. Our Board remains committed to sound corporate governance practices and the protection of long-term stockholder value.

Please see “Corporate Governance at Ansys” for a description of our corporate governance practices. These include, but are not limited to:

 

  Separate CEO and Chairman roles

 

  89% of the current Board is comprised of independent directors

 

  Majority voting in director elections with resignation policy

 

  100% independent committee members

 

  Robust Board evaluation process

 

  Stockholder engagement program

 

  Proxy access

 

  Annual Say-on-Pay Vote
  Stock ownership guidelines for directors and senior management

 

  Board risk oversight

 

  Independent directors meet without management present

 

  Clawback policy

 

  Anti-hedging and anti-pledging policies

 

  Code of Business Conduct and Ethics for directors, officers, and employees

 

  Periodic review of committee charters and governance policies

 

  Director over-boarding policy
 

 

 

2022 Ansys Proxy Statement     7


Table of Contents

 

EXECUTIVE COMPENSATION HIGHLIGHTS

Our executive compensation policies and practices reinforce our pay-for-performance philosophy and align with sound governance principles and stockholder interests. Our executive compensation is largely driven by our performance.

 

 

Pay-for-Performance

 

 

 

Objectives

 

 

 

2021 Say-on-Pay

 

     

  Paying for performance is the guiding principle of Ansys’ total rewards strategy.

 

 

  Create a competitive total rewards package based on the attainment of short and long-term goals.

 

 

  Approximately 89% of our stockholders voting on our 2021 Say-on-Pay proposal approved the compensation of our named executive officers.

 

  Target total compensation for an effective performer is influenced by the 50th percentile of the relevant market data, with the opportunity to earn above or below target compensation based on actual results. For a superior performer, our philosophy is to provide total compensation that is influenced by the upper quartile of the market data.

 

 

 

  Attract and retain qualified high-performing executive officers who will lead us to long-term success and enhance stockholder value.

 

Components of Our Compensation Program

We pay for performance. To incentivize our executive team to achieve our short- and long-term goals, we allocate total direct compensation (salary and short-term and long-term incentives) to achieve superior performance. The total direct compensation of our CEO and other named executive officers (“NEOs”) in 2021 was allocated as follows among pay elements:

 

LOGO
                                                                            

*  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


Table of Contents

The Compensation Committee regularly monitors and implements best practices in executive compensation, including the following:

 

    

 

What We Do

 

      

 

What We Don’t Do

 

     
LOGO   Performance-based cash and equity incentives   LOGO   No “single trigger” change in control benefits
     
LOGO   Significant portion of executive compensation at risk based on Company performance   LOGO  

 

No post-termination retirement or pension-type non-cash benefits or perquisites for our executive officers that are not available to our employees generally

     
LOGO   Clawback provision on performance-based compensation   LOGO   No tax gross-ups for change in control benefits
     
LOGO   Stock ownership guidelines for directors and senior management including executives and officers   LOGO   No repricing or replacing of underwater options
     
LOGO   Caps on performance-based cash and equity incentive compensation   LOGO   No hedging or pledging of Company securities by directors, officers, and employees
     
LOGO   100% independent directors on the Compensation Committee   LOGO   No current dividends paid on unvested awards
     
LOGO   Independent compensation consultant engaged by the Compensation Committee   LOGO   No excessive risk-taking with compensation incentives
     
LOGO   Annual review and approval of our compensation strategy        
     
LOGO   Limited perquisites        

 

 

STOCKHOLDER ENGAGEMENT HIGHLIGHTS

 

We take pride in our engagement with our stockholders. We welcome the insights and feedback from our stockholders and take our stockholders’ points of view into account when developing our governance practices. The Board firmly believes that the mutual trust we build with our stockholders is one of the key components of good governance and is an important element of driving Board responsibility and a strong governance culture.

We maintain an active dialogue with stockholders to ensure we thoughtfully consider a diversity of perspectives on issues including strategy, business performance, risk, culture and workplace topics, compensation practices, and a broad range of ESG issues. Ansys has an active investor relations program, engaging with investors globally via conferences, non-deal roadshows and investor calls. Throughout the year our Investor Relations group engages with our stockholders, frequently along with Dr. Gopal, Ms. Anasenes and other members of the management

team. During 2021, these outreach efforts involved representatives of stockholders holding, in the aggregate, over 45% of Ansys shares.

Our Office of the Corporate Secretary coordinates engagement with Investor Relations and provides a summary of relevant feedback to our Board. In February 2021, our Board Chair and members of management, including our General Counsel and a member of our Investor Relations team, engaged with a cross-section of active stockholders to discuss ESG topics. In addition, in December 2021 our Investor Relations team engaged in outreach efforts with several stockholders to discuss ESG topics.

To communicate broadly with our stockholders, we also share ESG information relevant to our stockholders through our investor relations website, our annual report and this proxy statement.

 

 

 

2022 Ansys Proxy Statement     9


Table of Contents

 

CORPORATE RESPONSIBILITY

 

Ansys believes in corporate responsibility and furthering our ESG efforts with Board oversight of ESG matters and senior management responsibility for the design and development of ESG related programs. Our Nominating and Corporate Governance Committee of the Board has general oversight responsibility over our ESG program, matters, and initiatives. In addition, cybersecurity is overseen by our Audit Committee and is a standing topic that is addressed at each quarterly meeting. Our Compensation Committee has oversight responsibility with respect to human resources and talent management, as specified in its charter. Our ESG program is led by a committee of select senior leaders (the “ESG committee”) from our human resources, finance, industry marketing, communications, investor relations, legal, cybersecurity, strategy, procurement, and facilities departments; our general counsel chairs this committee. The ESG committee also has two task teams to address specific topics related to environmental sustainability and human capital management. Task teams report to, and receive oversight from, the ESG committee.

In 2021, we updated our corporate responsibility pillars to the following:

 

    Advancing sustainability through our products

 

    Investing in our people and ONE Ansys culture

 

    Operating sustainably and responsibly

 

    Collaborating with stakeholders

Advancing sustainability through our products – At Ansys, we look for new and better ways to engineer what’s ahead. By focusing on the creation of new technology, and by making current technology better, we strive to support our customers in their design of products, including helping to make their products more efficient, with less waste, and minimizing physical prototyping.

 

    Product Handprint: In 2021, we continued to make progress on our ‘product handprint’ initiative to describe how Ansys simulation products help our customers in the automotive industries reduce their impact on the planet by evaluating motor efficiency, optimizing thermal management, and addressing noise and vibration.

 

    Innovation: Over the last three years, we have deployed approximately $2.5 billion in cash and stock to acquire 11 companies that expand our physics capabilities to better assist our customers.

Investing in our people and ONE Ansys culture – Our people are at the core of driving product innovation for our customers. We endeavor to create a culture of belonging and inclusion where everyone can be themselves and thrive as a ONE Ansys team.

 

    Engagement: Our employee engagement surveys are an important tool for listening to and understanding employees. This was even more
   

important in 2021, as the majority of Ansys employees continued working remotely due to the global pandemic. In 2021, our employee engagement score, averaged by employee satisfaction responses, was strong at 80%.

 

    Employee Resource Groups (“ERGs”): In 2021, we continued to grow our ERGs to foster a culture of inclusion and belonging with approximately 787 employees (as of December 31, 2021) engaged in one or more ERGs at Ansys: Women in Tech at Ansys, Ansys Pride Alliance, Black Employee Network at Ansys, Veterans at Ansys, Ansys (dis)ability Network, and Ansys Latino Connection.

Operating sustainably and responsibly – We are striving to reduce the environmental and climate impact of our operations by measuring, analyzing, and reducing our resource use and emissions. We have taken actions to promote ethical business practices, data security and good governance including:

 

    Understanding and Reducing GHG Emissions: In 2021, we continued to measure our scope 1 and 2 greenhouse gas (“GHG”) emissions, and conducted projects aimed at reducing our use of energy, and completed a preliminary scope 3 emissions calculation based on historical data.

 

    Employee Ethical Conduct Training: In 2021, 99% of employees completed code of business conduct and ethics training and over 94% completed anti-corruption training. Additionally, 100% of our people managers participated in an Inclusive Leadership Program, which focused on learning how to understand and overcome bias in team decision making, creating inclusive teams, and making effective people decisions across the company.

Collaborating with stakeholders – We engage with our stockholders, customers, employees, communities, and other stakeholders through feedback, engagement surveys, and by supporting the communities in which we live and work. We believe collaborating with our stakeholders supports our business success.

 

    Community Support: Our philanthropic activities fall primarily in the areas of supporting our employee contributions and volunteer efforts in the areas of science, technology, engineering and math (“STEM”), health and human services, and public, cultural and scientific affairs. In 2021, Ansys donated nearly half a million dollars to these causes.

 

    Educational Opportunities: In 2020, we launched Ansys Innovation Courses which make simulation-based self-learning available to students and early-career professionals. In 2021, we grew from 50 free courses to more than 200 courses. In 2021, Ansys reached a milestone of two million downloads of its free student software, a key component of its Ansys Academic Program.
 

 

 

10     2022 Ansys Proxy Statement


Table of Contents

  PROPOSAL 1

 

    Election of Three Class II Directors for Three-Year Terms

 

Our Board is divided into three classes and is currently comprised of three directors in Class I, three directors in Class II and three directors in Class III. Directors serve for three-year terms with one class of directors being elected by our stockholders at each annual meeting.

At the 2022 Annual Meeting, three Class II directors are nominated for re-election to serve until the annual meeting of stockholders in 2025 and until such directors’ successors are duly elected and qualified. Based on the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Anil Chakravarthy, Barbara V. Scherer and Ravi K. Vijayaraghavan for election as Class II directors at the 2022 Annual Meeting.

Unless otherwise specified in the proxy, it is the intention of the persons named in the proxy to vote the shares represented by each properly executed proxy for the election of Dr. Chakravarthy, Ms. Scherer and Mr. Vijayaraghavan. Proxies cannot be voted for a greater number of persons than the number of nominees named. The nominees have agreed to stand for election and to serve, if elected, as directors. However, if any person nominated by our Board is unable to stand for election, the proxies will be voted for the election of

such other person or persons as our Board may recommend unless the Board determines to reduce the size of the Board.

We maintain a majority voting policy for the election of directors coupled with a resignation policy in uncontested elections. To be elected in an uncontested election, a director must receive a majority of the votes cast. This means that the number of votes cast “FOR” such nominee’s election must exceed the number of votes cast “AGAINST” that nominee’s election. Broker non-votes and abstentions will have no effect on the outcome of the election.

If, in any uncontested election of directors, any incumbent director nominee receives a greater number of votes cast “AGAINST” his or her re-election than “FOR” his or her re-election, he or she must promptly tender a resignation to the Board. The Board will then decide, through a process managed by the Nominating and Corporate Governance Committee and excluding the incumbent director nominee in question, whether to accept the resignation or take other action.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE CLASS II DIRECTOR NOMINEES.

 

 

 

 

DIRECTOR CLASSES AS OF THE 2022 ANNUAL MEETING

 

     

 

Name

 

 

Age

 

 

Director Since

 

 

Class I – Term Expires 2024

 

     
Jim Frankola 57 2021
     
Alec D. Gallimore 58 2017
     
Ronald W. Hovsepian 61 2012

 

Class II – Term Expires 2022

 

     
Anil Chakravarthy 54 2021
     
Barbara V. Scherer 66 2013
     
Ravi K. Vijayaraghavan 57 2020

 

Class III – Term Expires 2023

 

     
Ajei S. Gopal 60 2011
     
Glenda M. Dorchak 67 2018
     
Robert M. Calderoni 62 2020

 

 

2022 Ansys Proxy Statement     11


Table of Contents

 

DIRECTOR DIVERSITY

 

 

 

Board Diversity Matrix (As of March 28, 2022)*

 

   
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        

* Based on director nominees’ self-identified diversity characteristics.

 

 

12     2022 Ansys Proxy Statement


Table of Contents

 

DIRECTOR NOMINEES

 

 

LOGO

 

Anil Chakravarthy

 

Age 54

 

Independent

 

Director since 2021

 

Compensation Committee

 

     

 

Experience

Dr. Chakravarthy has served as Executive Vice President and General Manager, Digital Experience at Adobe Inc. (“Adobe”), a software company, since 2020. Prior to joining Adobe, he served at Informatica LLC (“Informatica”), a software company, as Chief Executive Officer from 2015 to 2020 and as Executive Vice President and Chief Product Officer from 2013 to 2015. Prior to joining Informatica, for over nine years, Dr. Chakravarthy held multiple leadership roles at Symantec Corporation (n/k/a NortonLifeLock Inc.), a software company, (“Symantec”), most recently serving as its Executive Vice President, Information Security in 2013. Prior to Symantec, he was a Director of Product Management for enterprise security services at VeriSign Inc. Dr. Chakravarthy began his career as a consultant at McKinsey & Company. He also serves on the board of the Silicon Valley Leadership Group. He previously served on the board of USSA Bank, a financial services group of companies, from 2015 to 2020.

 

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

 

 

 

LOGO

 

Barbara V. Scherer

 

Age 66

 

Independent

 

Director since 2013

 

Chair of the Audit Committee

 

     

 

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.

 

 

 

2022 Ansys Proxy Statement     13


Table of Contents

 

LOGO

 

Ravi K. Vijayaraghavan

 

Age 57

 

Independent

 

Director since 2020

 

Compensation Committee

 

Chair of Nominating and Corporate Governance Committee

 

Strategic Partnerships and Transactions Committee

 

     

 

Experience

Mr. Vijayaraghavan has been a 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


Table of Contents

 

CONTINUING DIRECTORS FOLLOWING THE 2022 ANNUAL MEETING

 

 

LOGO

 

Robert M. Calderoni

 

    Age 62

 

    Independent

 

    Director since 2020

 

    Chair of

    Compensation

    Committee

 

    Strategic Partnerships     and Transactions     Committee

     

 

Experience

Mr. Calderoni has served as interim Chief Executive Officer and President of Citrix Systems, Inc., a multinational software company (“Citrix”), since 2021. He also previously served in this position from 2015 to 2016. Mr. Calderoni has also served as the Chairman of the Board of Directors of Citrix since 2019 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 2015) and a member of the Board of Directors of Citrix (2014-present) and on the Board of Directors of KLA Corporation, a capital equipment company (2007-present). He 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).

 

 

 

LOGO

 

Glenda Dorchak

 

    Age 67

 

    Independent

 

    Director since 2018

 

    Audit Committee

 

    Compensation     Committee

 

    Nominating and

    Corporate Governance

    Committee

 

    Strategic Partnerships     and Transactions     Committee

 

     

 

Experience

Ms. Dorchak spent over thirty years in operating roles in the technology industry prior to her retirement in 2013. 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 developer of wide bandgap semiconductors (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).

 

 

 

2022 Ansys Proxy Statement     15


Table of Contents

 

LOGO

 

Jim Frankola

 

Age 57

 

Independent

 

Director since 2021

 

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 has served as a Strategic Advisor to Cloudera, since 2021. 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 currently serves as a member of the Board of Directors of Cvent Holding Corp, a market-leading meetings, events and hospitality technology provider (2021-present).

 

 

LOGO

 

Alec D. Gallimore

 

Age 58

 

Independent

 

Director since 2017

 

Audit Committee

 

     

 

Experience

Dr. Gallimore has been the Robert J. Vlasic Dean of Engineering at the University of Michigan, a public university, since 2016. He has been the Richard F. and Eleanor A. Towner Professor of Engineering at the University of Michigan since 2015. He has held various positions of increasing responsibility at the University of Michigan since joining the institution in 1992. 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 engineering academic institution.

 

Other Public Directorships

Dr. Gallimore currently serves on the Board of Directors of PagerDuty, Inc., a cloud computing company (2020-present).

 

 

 

16     2022 Ansys Proxy Statement


Table of Contents

 

LOGO

 

Ajei S. Gopal

 

Age 60

 

Not Independent

 

President and Chief Executive Officer of Ansys

 

Director since 2011

     

 

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 previously served as a member of the Board of Directors of Citrix (2017-October 2021).

 

 

 

 

LOGO

 

Ronald W. Hovsepian

 

Age 61

 

Independent

 

Director since 2012

 

Chairman of the Board

 

Compensation Committee

 

Nominating and Corporate Governance Committee

 

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 the President and Chief Executive Officer of Indigo Ag, Inc., an agricultural technology company, since 2020. 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).

 

 

2022 Ansys Proxy Statement     17


Table of Contents

 

CORPORATE GOVERNANCE AT ANSYS

 

Director Independence

Our Corporate Governance Guidelines require that at least a majority of the Board qualifies as independent directors under applicable federal securities laws and the listing standards of the Nasdaq Global Select Market (“Nasdaq”). Our Corporate Governance Guidelines also require that all members of the Board’s committees meet the criteria for independence established by the federal securities laws and the Nasdaq listing standards applicable to service on such committees. Nasdaq listing standards have both objective tests and a subjective test for determining who is an independent director. The objective tests include that the director not be an employee of the company and not have engaged in various types of business dealings with the Company. The subjective test requires the Board to affirmatively determine that the director does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. During the Board’s annual review of director independence, the Board also considers transactions, relationships and arrangements between each director (or an immediate family member of the director) and the Company and management, as well as certain other factors that the Board deems relevant in determining independence, such as beneficial ownership of our capital stock.

The Board completed a review of the independence of each of our current directors and director nominees and determined that each of Mr. Calderoni, Dr. Chakravarthy, Ms. Dorchak, Mr. Frankola, Dr. Gallimore, Mr. Hovsepian, Ms. Scherer, and Mr. Vijayaraghavan is not an affiliate or employee of the Company and is independent under Rule 5605 of the Nasdaq listing standards and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board also previously determined that Mr. Dubois was independent under the Nasdaq listing standard and the Exchange Act until his retirement from the Board on May 14, 2021. Dr. Gopal is President and Chief Executive Officer of the Company and therefore is not considered an independent director.

Board Responsibilities

The Board has adopted Corporate Governance Guidelines to promote the effective functioning of the Board and its committees and provide the framework for our corporate governance. Our current Corporate Governance Guidelines are available on the investor relations section of our website https://investors.ansys.com/ on the “Governance Documents” page under the “Governance” tab.

Oversight of Risk Management

The Board has responsibility to provide risk oversight as a part of each director’s obligations to us and our stockholders. The Board aims to set a healthy “tone at the top” and guides our management to take appropriate measures to control material risks. The Board executes on these responsibilities directly and through its standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategic Partnerships and Transactions Committee, each of which is comprised solely of members and chairs who qualify as independent

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 ensure that risk management stays effective despite evolving market conditions, business strategies, regulatory rules, and our development.

Our Board delegates principal responsibility for its risk management and assessment functions to its Audit Committee. The Board directly receives a quarterly risk report from the General Counsel. Likewise, the Audit Committee receives a risk management update from our management as part of its regular quarterly meetings. In addition, the Audit Committee oversees our annual enterprise business risk assessment and bi-annual fraud risk assessment which are conducted by our internal auditor. The internal auditor delivers reports directly to the Audit Committee. This annual assessment reviews our performance with regard to ongoing financial, operational, and strategic risks, both existing and new. The Nominating and Corporate Governance Committee oversees and reports to the Board on the progress of our CR program including the program’s initiatives in ESG areas.

Details on the activities and responsibilities of the Board’s committees are discussed later in this proxy statement. In summary, the Board provides oversight over risk that is material to our long-term stockholder value. The committees implement the Board’s risk oversight in particular focus areas, namely:

 

  The Audit Committee discusses the guidelines and policies that govern the process by which the Company’s exposure to risk is assessed and managed by management, and specifically considers the Company’s major financial, commercial, operational and strategic risk exposures and the steps that the Company’s management has taken to monitor and control such exposures, and shares this analysis with the Board. The Audit Committee also reviews the Company’s risks related to cybersecurity, including review of the state of the Company’s cybersecurity, emerging cybersecurity developments and threats, and the Company’s strategy to mitigate cybersecurity risks;

 

  The Compensation Committee oversees risks related to the Company’s overall compensation practices and reviews the results of the Company’s annual compensation risk assessment and enterprise business risk assessment, with particular attention to risks related to the Company’s use of, and degree of use of, equity and incentive-based compensation as a portion of the total compensation paid to the Company’s officers. The Compensation Committee also oversees risks related to the Company’s practices, policies and plans related to human resources and talent management, and specifically those practices and policies regarding recruiting, retention, career development, succession planning (other than that within the purview of the Nominating and Corporate Governance Committee), diversity and inclusion, and corporate culture (collectively, “Human Capital Management”);
 

 

 

18     2022 Ansys Proxy Statement


Table of Contents
  The Nominating and Corporate Governance Committee provides primary oversight over risks related to corporate governance practices, succession planning, and ESG activities, including risks related to climate change; and

 

  The Strategic Partnerships and Transactions Committee provides primary oversight over risks related to the execution of the Company’s strategic partnerships and transactions.

Communications with the Board

Stockholders and other interested parties may communicate with the full Board or individual directors by writing to:

ANSYS, Inc. Board of Directors

c/o General Counsel and Secretary ANSYS, Inc.

Southpointe

2600 Ansys Drive

Canonsburg, PA, 15317

The Secretary will deliver to the appropriate directors all communications addressed to the Board received at this address, except for spam, junk mail, mass mailings, solicitations, resumes, job inquiries, product complaints/inquiries, new product suggestions, surveys or other matters unrelated to the Company.

Related-Party Transactions

The Board has a written policy requiring the approval or ratification of Related Party Transactions by the Audit Committee (the “Policy”). For purposes of the Policy, “Related Party Transactions” generally include any transaction, arrangement, or relationship or any series of similar transactions, arrangements or relationships in which Ansys or its subsidiaries is a participant and the amount involved exceeds $120,000, and in which any of the following persons has a direct or indirect interest:

 

  any director, director nominee, or executive officer of Ansys;

 

  any Immediate Family Member (as defined in Item 404 of SEC Regulation S-K) of any of the foregoing persons; and

 

  any holder of more than five percent of Ansys’ common stock.

Under the Policy, a director, director nominee or executive officer must promptly notify the Office of the Corporate Secretary of any material interest that such person or an Immediate Family Member of such person had, has or may have in a transaction. The Corporate Secretary will review the proposed transaction and determine if it is subject to Audit Committee approval based on criteria described in the Policy.

Should a Related Party Transaction be subject to Audit Committee approval, the following factors, amongst others, will be considered: whether the terms are fair to Ansys; whether the terms are usual and customary in the market; whether the transaction is material to Ansys; whether the transaction is in the ordinary course of Ansys’ business; the role, if any, the related party has played in

arranging the transaction; the structure of the transactions; and the interests of all related persons in the transaction.

The Audit Committee may, in its sole discretion, approve or deny any Related Party Transaction. The Audit Committee has delegated authority to the Audit Committee Chair to approve, upon request of an executive officer of Ansys, Related Party Transactions if they arise between Audit Committee meetings. The Audit Committee Chair may take any action with respect to such Related Party Transaction that the Audit Committee would be authorized to take, or, in his or her discretion, require that the matter be brought before the full Audit Committee. Any action taken by the Audit Committee Chair shall be reported to the Audit Committee at its next regularly scheduled meeting.

In the event a Related Party Transaction is identified after the transaction commences, the transaction will be brought to the Audit Committee for ratification, amendment or termination. If a Related Party Transaction will be ongoing, the Audit Committee may establish guidelines for Ansys’ management to follow in its ongoing dealings with the related person. Thereafter, the Audit Committee, on at least an annual basis, will review and assess ongoing relationships with the related person to see that they are in compliance with the Audit Committee’s guidelines and that the Related Party Transaction remains appropriate.

There were no Related Party Transactions requiring disclosure under SEC rules in 2021 or 2022 year-to-date.

Board Structure and Processes

Leadership Structure

The roles of Chairman of the Board and CEO of the Company are separated, and the role of Chairman is held by an independent director elected by the directors, pursuant to our Corporate Governance Guidelines. Mr. Hovsepian currently serves as the Chairman of the Board and has the principal responsibility for communicating with the Board members and presiding at meetings of the Board, which ensures that our independent directors have a strong voice in the leadership of the Board and risk oversight.

For information on how the Board’s responsibility for risk oversight impacts its leadership structure, see “Oversight of Risk Management” above.

Our Chairman of the Board is the primary point of consultation with the Nominating and Corporate Governance Committee regarding director nominations and process and management succession planning, which we believe helps maintain a strong and independent direction to our highest-level governance matters. We believe that this structure provides our Board with the greatest breadth of leadership and depth of experience, while also providing balance for the direction of the Company. It gives primary responsibility for our operational leadership to our CEO. The Chairman of the Board facilitates our Board’s independent oversight of management, enables communication between the management and the Board, and leads the Board’s consideration of governance matters. The Nominating and

 

 

 

2022 Ansys Proxy Statement     19


Table of Contents

Corporate Governance Committee periodically reviews the Board’s leadership structure and, when appropriate, recommends changes in response to evolving needs.

Board Processes

Each standing committee of the Board conducts an evaluation of its effectiveness each year. In addition, the Nominating and Corporate Governance Committee conducts an annual evaluation of the Board. The purpose of the evaluations is to identify areas of strength and areas for improvement in the activities and effectiveness of each committee and the Board. The evaluations for 2021 took the form of candid interviews conducted by outside counsel with each director. Outside counsel then facilitated a discussion of the findings from the interviews with the Board.

We support and encourage the continuing education of our Board members. We maintain membership in the National Association of Corporate Directors and reimburse the directors for their expenses in connection with attending trainings and other events on topics including committee roles and responsibilities, and legal and ethical developments. We also provide educational sessions periodically to the Board on our business, industry developments, and other pertinent topics.

Board Meetings and Attendance

Our Board held 8 meetings during 2021. Each of our directors attended at least 75% of all the 2021 meetings of the Board and the committees for which he or she served as a member (held during the period in which the directors served).

Committees

In 2021, the Board had the following standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and a Strategic Partnerships and Transactions Committee. Each committee has a charter that is available on the investor relations section of our website https://investors.ansys.com/ on the “Governance Documents” page under the “Governance” tab.

The Board may from time to time establish ad hoc and special purpose committees.

Audit Committee

 

   
Chair Ms. Scherer
   

Members

Ms. Dorchak

Mr. Frankola

Dr. Gallimore

   

Meetings Held in 2021

6

Each member of the Audit Committee is independent as such term is defined in Rule 5605 of the Nasdaq listing standards and applicable SEC rules, including the heightened independence requirements for Audit Committee members. In addition, we have determined that each member of the Audit Committee is financially literate and our Board has determined that Ms. Scherer and Mr. Frankola each qualify as an “audit committee financial expert” within the meaning of the SEC rules.

Our Audit Committee is responsible for, among other things:

 

  Overseeing the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements;

 

  Overseeing the internal control and audit functions;

 

  Overseeing the qualifications and performance of internal audit and the Company’s independent registered public accounting firm;

 

  Overseeing the adequacy and effectiveness of disclosure controls and procedures;

 

  Overseeing compliance with legal and regulatory requirements and ethical standards adopted by the Company;

 

  Overseeing related party transactions; and

 

  Overseeing risks related to cybersecurity, including reviewing the state of the Company’s emerging cybersecurity developments and threats, and the Company’s strategy to mitigate cybersecurity risks.

Compensation Committee

 

   
Chair Mr. Calderoni
   

Members

Dr. Chakravarthy

Ms. Dorchak*

Mr. Hovsepian

Mr. Vijayaraghavan

   

Meetings Held in 2021

6

*Ms. Dorchak will cease service as a member of the Compensation Committee on April 1, 2022.

Each member of the Compensation Committee is independent as such term is defined in Rule 5605 of the Nasdaq listing standards and applicable SEC rules, including the heightened independence requirements for Compensation Committee members. Each qualifies as a “non-employee director” under Section 16 of the Exchange Act.

Our Compensation Committee is responsible for, among other things:

 

  Discharging the Board’s responsibilities relating to compensation of the Company’s executives;

 

  Overseeing the Company’s overall compensation practices;

 

  Developing and implementing compensation policies and plans; and

 

  Overseeing the Company’s practices and policies related to Human Capital Management.
 

 

 

20     2022 Ansys Proxy Statement


Table of Contents

Nominating and Corporate Governance Committee

 

   
Chair Mr.  Vijayaraghavan
   

Members

Ms. Dorchak

    Mr. Hovsepian    

   

Meetings Held in 2021

3

Each member of the Nominating and Corporate Governance Committee is independent as such term is defined in Rule 5605 of the Nasdaq listing standards.

Our Nominating and Corporate Governance Committee is responsible for, among other things:

 

  Identifying individuals qualified to become Board members and recommending to the Board director nominees for election, including nominees to be elected or reelected as directors at each annual meeting of stockholders;

 

  Recommending to the Board director nominees for each committee of the Board;

 

  Developing and recommending to the Board a set of corporate governance guidelines applicable to the Company and periodically reviewing and monitoring performance against such guidelines and recommending any changes thereto; and

 

  Overseeing the Company’s policies and practices regarding the environmental, social and governance program, matters and initiatives, including risks related to climate change.

Strategic Partnerships and Transactions Committee

 

   
Chair Mr. Hovsepian
   

Members

Mr. Calderoni

Ms. Dorchak

    Mr. Vijayaraghavan    

   

Meetings Held in 2021

3

Each member of the Strategic Partnerships and Transactions Committee is independent as such term is defined in Rule 5605 of the Nasdaq listing standards.

Our Strategic Partnerships and Transactions Committee is responsible for, among other things:

 

  Overseeing the execution of strategic partnerships and transactions; and

 

  Reviewing, assessing, recommending and approving mergers, acquisitions, dispositions, investments, joint ventures, strategic collaborations and partnerships or similar transactions or arrangements proposed by the Company’s management in accordance with the Strategic Transaction Approval Matrix approved by the Board and the Strategic Partnerships and Transactions Committee as it may be modified from time to time.

Director Nomination Process

Candidates for nomination to our Board are recommended by the Nominating and Corporate Governance Committee.

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 candidates, and the search firm identifies candidates for the Nominating and Corporate Governance Committee’s consideration. This process was followed with respect to Dr. Chakravarthy.

Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates. The Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders, who are evaluated in the same manner as other director nominees. A stockholder submitting a prospective nominee for the Board should follow the procedures described under “Stockholder Proposals and Nominations for the 2023 Annual Meeting.”

The Nominating and Corporate Governance Committee does not have specific minimum qualifications that must be met for a prospective director candidate to be nominated. However, in identifying potential candidates, it assesses an individual’s background, skills and abilities, and whether such characteristics qualify the individual to fulfill the needs of the Board at that time, and focuses on individuals with certain qualifications, including skills in leadership, technology, risk management, financial acumen, and domestic and global business development. The Nominating and Corporate Governance Committee does not have a specific diversity policy with respect to identifying director candidates, however, it considers diversity in skills, abilities, industry knowledge, and experience, as well as self-identified diversity characteristics, including, gender, race and ethnicity, in reviewing potential candidates.

During 2021, with the assistance of a third-party search firm, the Nominating and Corporate Governance Committee evaluated potential director candidates, including Dr.  Chakravarthy.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee was or is an officer or employee of the Company or any of its subsidiaries and all members are considered independent as such term is defined in Rule 5605 of the Nasdaq listing standards. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.

Director Attendance at the 2021 Annual Meeting

We do not have a policy with respect to directors’ attendance at our annual meeting of stockholders, but directors are encouraged to attend. All of the directors serving at the time of our 2021 annual meeting attended such meeting.

 

 

 

2022 Ansys Proxy Statement     21


Table of Contents

 

NON-EMPLOYEE DIRECTOR COMPENSATION

 

Our non-employee director compensation program is designed to attract, retain and reward qualified directors and align the financial interests of the non-employee directors with those of our stockholders. Pursuant to this program, each non-employee director will receive the cash and equity compensation described below for Board service. We also reimburse our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education.

Non-employee director compensation, including cash retainers for Board and committee service and equity grants, is reviewed annually by the Compensation Committee and the Board. Our independent executive compensation consulting firm, Compensia, supports the Compensation Committee by providing detailed benchmarks of non-employee director compensation at peer companies, historical non-employee director compensation at the Company, and guidance regarding market trends and policies of proxy advisory firms, among other information. Non-employee director compensation is subject to the approval of the Board, upon the recommendation of the Compensation Committee. The Compensation Committee periodically reviews its independent executive compensation consulting firm, and also verifies annually the independence of any firm used to provide such support.

Cash Compensation

During 2021, our non-employee directors were entitled to receive the following cash fees:

 

  $40,000 per year for service as a Board member;

 

  $40,000 per year for service as the Chairman of the Board;

 

  $25,000 per year for service as Chair of the Audit Committee;

 

  $20,000 per year for service as Chair of the Compensation Committee;

 

  $15,000 per year for service as Chair of the Nominating and Corporate Governance Committee or the Strategic Partnerships and Transactions Committee;

 

  $10,000 per year for service as a member of the Audit Committee or Compensation Committee (not including the Committee Chair);

 

  $5,000 per year for service as a member of the Nominating and Corporate Governance Committee or Strategic Partnerships and Transactions Committee (not including the Committee Chair).

With respect to the Strategic Partnerships and Transactions Committee, in any one year, measured from annual meeting of stockholders to annual meeting of stockholders, a member will receive $1,000 for every telephonic meeting and $1,500 for every in-person meeting in excess of eight meetings.

Equity Compensation

Each then-serving non-employee director is granted a Restricted Stock Unit (“RSU”) award having a value of $300,000 on the date of each annual meeting of stockholders. If an independent director’s commencement date is other than the date of an annual meeting of stockholders, such independent director may be granted, on such independent director’s commencement date, an annual award having an award value prorated based on the number of days between such director’s commencement date and the next annual meeting of stockholders.

The annual RSU awards will vest upon the earlier of one year after grant or the next annual meeting of stockholders, subject to accelerated or prorated vesting under certain circumstances such as death or disability or change in control of the Company. Shares of our common stock will generally be issued at, or shortly following, the vesting of the RSUs. The grant date market value for determining the number of shares of common stock subject to each RSU award will be the average closing price per share of the Company’s common stock over the 20 trading days immediately preceding and including the grant date.

Prior to 2016, certain of our non-employee directors were granted deferred stock units (“DSUs”) as part of our director compensation program. In 2016, our Compensation Committee approved a plan to allow our non-employee directors to diversify DSUs held by them, subject to the Director Stock Ownership Guidelines described below. Since November 1, 2016, non-employee directors have been permitted to individually choose whether to retain all or part of their DSUs or to elect another investment alternative, such as an index or mutual fund or funds. This program is subject in all respects to our Director Stock Ownership Guidelines, meaning that directors would only be permitted to diversify DSUs held in excess of the required minimum ownership guidelines.

Our employee directors do not receive additional compensation for service on the Board.

Director Stock Ownership Guidelines

Non-employee directors are required to satisfy minimum stock ownership guidelines. Under these guidelines, non-employee directors are required to own equity in the form of common stock or DSUs of the Company equal to a minimum of five times the annual cash retainer. This ownership requirement is competitive with the practices of our peer group. Each non-employee director is required to maintain this minimum amount throughout his or her tenure as a member of our Board. New Board members have five years to attain this minimum stock ownership level. In 2021, each non-employee director had met their stock ownership guidelines or is on track to do so by the end of the applicable five-year period. Our current Corporate Governance Guidelines containing these stock ownership guidelines are available on the investor relations section of our website https://investors.ansys.com/ on the “Governance Documents” page under the “Governance” tab.

 

 

 

22     2022 Ansys Proxy Statement


Table of Contents

 

DIRECTOR COMPENSATION TABLE FISCAL YEAR 2021

 

         
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) Dr. Gopal has been omitted from this table because he receives no compensation for serving on our Board. Dr. Gopal’s compensation as President and CEO for fiscal 2021 is detailed in the “Fiscal 2021 Compensation Tables” section of this proxy statement. Mr. Frankola commenced service as a director on March 12, 2021 and Dr. Chakravarthy commenced service as a director on October 25, 2021. Mr. Dubois ceased service as a director on May 14, 2021.

(2) The values set forth in this column are based on the aggregate grant date fair values of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation”, excluding the effect of estimated forfeitures (“FASB ASC Topic 718”). The grant date fair values of the RSU awards are computed based upon the closing price per share of our common stock on the date of grant. These amounts reflect fair values of these awards on the grant dates, and do not correspond to the actual value that may be recognized by the non-employee directors.

(3) Except for Dr. Chakravarthy and Mr. Dubois, all other directors listed in the table received an annual equity award of 852 RSUs on May 14, 2021. As a result of his appointment to the Board on March 12, 2021, Mr. Frankola also received a prorated annual RSU award of 148 RSUs. As a result of his appointment to the Board on October 25, 2021, Dr. Chakravarthy received a prorated annual RSU award of 464 RSUs. As of December 31, 2021, the number of RSUs held by each director was as follows: Mr. Calderoni, 852; Dr. Chakravarthy, 464; Ms. Dorchak, 852; Mr. Frankola, 852; Dr. Gallimore, 852; Mr. Hovespian, 852, Ms. Scherer, 852; and Mr. Vijayaraghavan, 852.

 

  PROPOSAL 2

 

Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022

The Audit Committee of the Board has appointed Deloitte & Touche LLP, an independent registered public accounting firm, to audit our financial statements for the fiscal year ending December 31, 2022. During the fiscal year ended December 31, 2021, Deloitte & Touche LLP served as our independent registered public accounting firm.

 

Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of Ansys and our stockholders. At the 2022 Annual Meeting, stockholders are being asked to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Our Audit Committee is submitting the selection of Deloitte & Touche LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Deloitte & Touche LLP will be present at the 2022 Annual

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.

If the stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee may reconsider the appointment.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022.

 

 

 

2022 Ansys Proxy Statement     23


Table of Contents

 

AUDIT COMMITTEE REPORT TO STOCKHOLDERS

The Audit Committee selects the Company’s independent registered public accounting firm to audit financial statements and to perform services related to the audit, reviews the overall plan and results of the audit with that accounting firm, reviews with management and that accounting firm the Company’s quarterly and annual operating results, including the Company’s audited financial statements, reviews the periodic disclosures related to the Company’s financial statements, considers the adequacy of the Company’s internal control over financial reporting and accounting procedures, oversees internal audit and compliance with the Sarbanes-Oxley Act of 2002, oversees procedures for addressing complaints and anonymous employee submissions and related controls, and oversees the Company’s risk management policies and practices.

With respect to 2021, the Audit Committee:

 

 

reviewed and discussed the audited financial statements with the Company’s management;

 

 

discussed with Deloitte & Touche LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, including the Critical Audit Matters; and

 

 

received the written disclosures and the letter from Deloitte & Touche LLP required by the applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP its independence.

Based on these reviews and discussions, our Audit Committee has recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements.

The Audit Committee annually reviews Deloitte & Touche LLP’s independence and performance in connection with the Audit Committee’s determination of whether to retain Deloitte & Touche LLP or engage another firm as our independent registered public accounting firm. In the course of these reviews, the Audit Committee considers, among other things:

 

 

Deloitte & Touche LLP’s historical and recent performance on the audit, including input from those employees with substantial contact with Deloitte & Touche LLP throughout the year about Deloitte & Touche LLP’s quality of service provided, and the independence, objectivity, and professional skepticism demonstrated throughout the engagement by Deloitte & Touche LLP and its audit team;

 

 

the quality and candor of Deloitte & Touche LLP’s communications with the Audit Committee and management;

 

 

external data relating to audit quality and performance, including recent PCAOB reports on Deloitte & Touche LLP;

 

 

Deloitte & Touche LLP’s independence;

 

 

Deloitte & Touche LLP’s global capabilities, technical expertise, and knowledge of the Company’s global operations and industry;

 

 

the appropriateness of Deloitte & Touche LLP’s fees, on both an absolute basis and as compared to its peer firms and the fees charged to other public software company peers;

 

 

Deloitte & Touche LLP’s tenure as our independent auditor and its familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting; and

 

 

Deloitte & Touche LLP’s capability and expertise in handling the breadth and complexity of our global operations, including the Company’s acquisitions; and digital transformation initiatives.

Based on this evaluation, the Audit Committee considers Deloitte & Touche LLP well qualified, with offices or affiliates in or near most locations in the U.S. and other countries where we operate. The Audit Committee believes that Deloitte & Touche LLP is independent and that it is in the best interests of the Company and our stockholders to retain Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2022.

Audit Committee

Barbara V. Scherer, Chair

Glenda Dorchak

Jim Frankola

Alec D. Gallimore

 

 

24     2022 Ansys Proxy Statement


Table of Contents

The foregoing Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of Ansys under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

Independent Registered Accounting Firm Services and Fees

The following table sets forth the aggregate fees billed to us for professional services rendered by Deloitte & Touche LLP for the fiscal years ended December 31, 2021 and 2020, including the reviews of the financial statements included in our Form 10-Q filings and general accounting consultations.

 

     
  

 

   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

“Audit fees” in 2021 and 2020 consisted of fees billed for professional services rendered for the audit of our annual financial statements and management’s report on internal control included in our annual reports on Form 10-K and for the review of the financial statements included in our quarterly reports on Form 10-Q, as well as services that generally only our independent registered public accountants can reasonably provide, including statutory audits and services rendered in connection with SEC filings.

“Audit-related fees” in 2021 and 2020 consisted of assurance and related services by Deloitte & Touche LLP that are reasonably related to the performance of the audit or review of our financial statements and internal controls, including financial and tax due diligence related to business acquisitions.

“Tax fees” in 2021 and 2020 consisted of fees billed for tax compliance, consultation and planning services. Tax fees in 2021 did not exceed aggregate audit and audit-related fees paid to Deloitte & Touche LLP, and $812,208 of the tax fees incurred in 2021 related to tax return preparation services. Tax fees in 2020 did not exceed aggregate audit and audit-related fees paid to Deloitte & Touche LLP, and $606,156 of the tax fees incurred in 2020 related to tax return preparation services.

All of the services described above related to audit fees, audit-related fees, and tax fees performed by Deloitte & Touche LLP in 2021 and 2020 were pre-approved by our Audit Committee in accordance with the pre-approval policy and procedures adopted by our Audit Committee and in effect for those fiscal years. The policy required that during each of the Audit Committee’s scheduled quarterly meetings, a description of services requested to be provided by the independent registered public accounting firm during the following quarter be submitted to the Audit Committee for approval. Any request for audit, audit-related, tax and other services not contemplated during the quarterly approval process were submitted to the Audit Committee for specific pre-approval and did not commence until such approval had been granted.

In February 2020, the Audit Committee adopted new audit and non-audit services pre-approval procedures. Under these procedures, the Audit Committee is required to pre-approve all services provided by the independent auditor to assure that these services do not impair the independence of the auditor. Unless the type of service is both on a list of pre-approved services and within the quarterly and per service dollar limits established by the procedures, such service will require the specific pre-approval by the Audit Committee. Under the procedures, the Audit Committee can delegate its responsibility to specifically pre-approve certain permitted services to a member or members of the Audit Committee. Any pre-approval granted by delegates must be reported to the Audit Committee at its next scheduled meeting.

 

 

 

2022 Ansys Proxy Statement     25


Table of Contents

  PROPOSAL 3

 

    Advisory Approval of the Compensation of Our Named Executive Officers

As required by SEC rules, we are asking stockholders to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” section, the compensation tables and the related narratives appearing in this proxy statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. We currently hold our Say-on-Pay vote every year consistent with the expressed wishes of our stockholders who voted at our 2011 and 2017 annual meetings to conduct this advisory vote on an annual basis (with the next vote occurring in 2023), which we will continue to do until the next vote on the frequency of holding our Say-on-Pay proposals in 2023.

The Say-on-Pay vote is advisory, and therefore is not binding on us, our Compensation Committee or our Board. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board and our Compensation Committee value the opinions of our stockholders.

We believe that our executive compensation program is effective in achieving our objective of attracting and retaining top-level talent.

 

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the 2022 Annual Meeting:

“RESOLVED, that the stockholders approve, on a non-binding, advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the 2022 Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the

Compensation Discussion and Analysis, compensation tables and narrative discussion, and other related disclosure.”

THE BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

 

 

 

26     2022 Ansys Proxy Statement


Table of Contents

 

OUR EXECUTIVE OFFICERS

 

The following table identifies certain information about our executive officers as of March 28, 2022.

 

     
Name    Age    Title
     
Ajei Gopal    60    President and Chief Executive Officer
     
Nicole Anasenes    48    Senior Vice President and Chief Financial Officer
     
Shane Emswiler    47    Senior Vice President, Products
     
Janet Lee    58    Vice President, General Counsel and Secretary
     
Richard Mahoney    59    Senior Vice President, Worldwide Sales and Customer Excellence
     
Maria Shields    57    Senior Vice President, Administration

Ajei Gopal Biographical information for Dr. Gopal is set forth in “Proposal 1: Election of Three Class II Directors for Three-Year Terms– Continuing Directors Following the 2022 Annual Meeting.”

Nicole Anasenes has served as Ansys’ Chief Financial Officer since 2021. Previously, Ms. Anasenes served as Senior Vice President of Ansys in 2020 and was a member of the Company’s Board of Directors from 2018 until 2020. From 2016 until 2020, 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 in various leadership positions in corporate finance, M&A and market development.

Shane Emswiler has served as Ansys’ Senior Vice President of Products since 2020. From 2019 to 2020, he was Ansys’ Senior Vice President and General Manager, Physics business units. He also previously served as Vice President

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 has served as Ansys’ Vice President, General Counsel and Secretary since 2017. From 2010 to 2017, she was the Vice President, Legal and Intellectual Property, at HERE Technologies, a mapping technology company. Prior to this, from 2007 to 2010, she held positions of increasing responsibility at Nokia Corporation, including as a Director for Legal and Intellectual Property supporting the Nokia Research Center and Vice President for Legal and Intellectual Property matters for services. Prior to Nokia Corporation, Ms. Lee served as an Assistant General Counsel at America Online, Inc.

Richard Mahoney has served as Ansys’ Senior Vice President of Worldwide Sales and Customer Excellence since 2018. Mr. Mahoney joined the Company in 2016 as Vice President and was promoted to Senior Vice President in 2018. Prior to joining the Company, from 2014 to 2016, he was Senior Vice President, Design Enablement and International Sales, at Global Foundries, a semiconductor manufacturing company. Prior to that time, starting in 1989, he held positions of increasing responsibility at Cadence Design Systems, including Senior Vice President of Worldwide Field Operations with responsibility for worldwide sales, field application engineering, customer support and sales operations.

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


Table of Contents

 

COMPENSATION DISCUSSION AND ANALYSIS

 

Our Named Executive Officers

This Compensation Discussion and Analysis (“CD&A”) section describes the compensation of our named executive officers. Our named executive officers for the year ended December 31, 2021 are Ajei Gopal, Nicole Anasenes, who assumed the role of Chief Financial Officer on March 1, 2021, Maria Shields, who completed service as Chief Financial Officer on February 28, 2021 and subsequently assumed the role of Senior Vice President of Administration, Richard Mahoney, Shane Emswiler, and Janet Lee.

Overview of Compensation Program & Philosophy

Paying for performance is the guiding principle of Ansys’ total rewards strategy. Our philosophy is to target total compensation for an effective performer at or near the 50th percentile of the relevant market, with the opportunity to earn above or below target compensation based on achieved results. However, for a superior performer, Ansys’ philosophy is to provide opportunities for total compensation that is influenced by the upper quartile of the market data.

Our Compensation Committee structures total compensation paid to our named executive officers to be reasonable, competitive and principally performance-based. Generally, the types of compensation and benefits provided to our named executive officers are similar to those provided to our other officers and employees of the Company.

Fiscal 2021 Financial Highlights

We reported GAAP revenue of $1.9 billion for the year ended December 31, 2021, an increase of 13% in both reported and constant currency*, when compared to the year ended December 31, 2020. We reported GAAP diluted earnings per share of $5.16 for fiscal 2021 compared to $4.97

for fiscal 2020. Non-GAAP diluted earnings per share was $7.37* for fiscal 2021 compared with $6.70* for fiscal 2020. ACV was $1.9 billion*, an increase of 16% in both reported and constant currency when compared to fiscal 2020. GAAP operating margin was 26.9% and non-GAAP operating margin was 41.4%* and deferred revenue and backlog was $1,257.9 million at December 31, 2021, an increase of 30% over December 31, 2020. Financial results included operating cash flows of $549.5 million for 2021 compared to $547.3 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.

2021 Say-on-Pay

Approximately 89% of our stockholders voting on the 2021 Say-on-Pay proposal approved the compensation of our named executive officers at our 2021 annual meeting. The Compensation Committee considered the results of the 2021 non-binding advisory Say-on-Pay proposal in connection with the discharge of its responsibilities regarding executive compensation and determined that the vote result did not indicate that the Compensation Committee should consider changes to the program based on such vote.

 

 

 

28     2022 Ansys Proxy Statement


Table of Contents

Executive Compensation Best Practices

Our Compensation Committee has implemented best practices in executive compensation, including the following:

 

         
    

 

What We Do

 

    

 

  

 

What We Don’t Do

 

    
     
LOGO   Performance-based cash and equity incentives        LOGO    No “single trigger” change in control benefits    
     
LOGO   Significant portion of executive compensation at risk based on Company performance        LOGO    No post-termination retirement- or pension-type non-cash benefits or perquisites for our executive officers that are not available to our employees generally    
     
LOGO   Clawback provision on performance-based compensation        LOGO    No tax gross-ups for change in control benefits    
     
LOGO   Stock ownership guidelines for directors and senior management        LOGO    No repricing or replacing of underwater options    
     
LOGO   Caps on performance-based cash and equity incentive compensation        LOGO    No hedging or pledging of Company securities by directors, officers and employees    
     
LOGO   100% independent directors on the Compensation Committee        LOGO    No current dividends paid on unvested awards    
     
LOGO   Independent compensation consultant engaged by the Compensation Committee        LOGO    No excessive risk-taking with compensation incentives    
     
LOGO   Annual review and approval of our compensation strategy                  
     
LOGO   Limited perquisites                  

 

 

2022 Ansys Proxy Statement     29


Table of Contents

Our 2021 Executive Compensation Program

Our executive compensation policies and practices reinforce our pay for performance philosophy and align with sound governance principles and stockholder interests. Listed below are the components of our regular-cycle 2021 executive compensation program.

 

     
Equity    

Performance-Based Restricted Stock

Units (PSUs)

 

  TSR PSUs: Objective performance measure based on TSR relative to the Nasdaq Composite Index over a three-year cumulative performance period

 

  Vest at the end of the three-year cumulative performance period, contingent upon continued employment through the end of such period

 

  Operating Metrics PSUs: Objective performance measure based on ACV and non-GAAP operating cash flows over three consecutive one-year performance periods

 

  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)

 

 

  Vest ratably over a three-year period while employed

     

Cash

 

 

 

Base Salary

 

 

  Generally eligible for increases annually

  Performance Bonus  

 

  Target performance bonus ranges from 60% - 125% of a named executive officer’s salary

 

  May earn 0% to 200% of target bonus based on performance metrics of non-GAAP revenue and non-GAAP operating income, and individual performance

 

  Cash bonuses paid annually, if earned

 

Objectives of Our Compensation Program

The main objective of our executive compensation program is to serve as an integral part of a competitive total rewards package to attract, retain and incent qualified executive officers who will lead us to long-term success and enhance stockholder value based on the balanced attainment of short-term performance objectives and long-term strategic goals. Each element of our compensation program supports these objectives.

Role of Compensation Consultant

The Compensation Committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel and other advisors to assist in the evaluation of executive officer compensation. The Compensation Committee has directly engaged Compensia to conduct an executive compensation market analysis and review of our short-term cash and long-term equity incentive practices to help ensure they align with market practices. Compensia reviewed and advised on all principal aspects of our 2021 executive compensation program, including:

 

  Assisting in developing a peer group of publicly traded companies to be used to help assess the competitiveness of executive compensation;

 

  Assisting in ensuring a competitive compensation framework;
  Meeting regularly with the Compensation Committee to review all elements of executive compensation, including the competitiveness of our executive compensation program;

 

  Assisting in the competitive assessment of the short-term cash and long-term equity incentive plans designs; and

 

  Assisting in the risk assessment of our compensation program.

Outside of its services to the Compensation Committee, Compensia provides no other services to us. The Compensation Committee evaluated the independence of Compensia and determined that it is independent. The Compensation Committee also determined that Compensia’s work for the Company in 2021 did not raise any conflicts of interest.

Role of Compensation Committee and Executive Officers in Compensation Decisions

Our Compensation Committee works in close collaboration with the full Board on executive compensation matters. The Compensation Committee has a practice of informing and consulting with the full Board concerning the establishment of performance goals and objectives for our CEO, Dr. Gopal, evaluating our CEO’s performance in light of the goals and objectives that were set, and determining the CEO’s compensation based on that evaluation. Dr. Gopal serves on our Board but recuses himself from any deliberations about his compensation.

 

 

 

30     2022 Ansys Proxy Statement


Table of Contents

For 2021, Dr. Gopal prepared an analysis for the Compensation Committee recommending each element of compensation to be paid to all other executive officers. The Compensation Committee considered his recommendations, along with an analysis from Compensia, in approving the compensation of our other executive officers.

In addition to Dr. Gopal and Compensia, our Human Resources team provides advice, analysis and recommendations to our Compensation Committee.

Peer Group Considerations

Our peer group of companies used for compensation benchmarking purposes was recommended by Compensia. Peer company selection criteria, which are aligned with the market, include:

 

  U.S.-based, publicly traded companies in the software industry, with a focus on companies that develop engineering simulation and other highly technical and innovative software products

 

  Comparable revenue size (0.5x – 2.5x our revenue)

 

  Comparable market capitalization (0.3x – 3.0x our market cap)

 

  Refine the list of companies based on organic revenue growth, profitability, peers identified by ISS and companies naming Ansys as a peer

The peer group used to assess the competitiveness of our 2021 compensation consisted of the following companies:

 

 

 

2021 Peer Group

 

   
Akamai Technologies, Inc.   PTC Inc.
   
Aspen Technology, Inc.   ServiceNow, Inc.
   
Autodesk, Inc.   Splunk Inc.
   
Cadence Design Systems, Inc.   Synopsys, Inc.
   
Citrix Systems, Inc.   Tyler Technologies, Inc.
   
Guidewire Software, Inc.   Veeva Systems Inc.
   
Nuance Communications, Inc.   VeriSign, Inc.
   
Paycom Software, Inc.   Workday, Inc.

We ranked at the 42nd percentile on revenue, 55th percentile on 30-day average market cap, 28th percentile on number of employees and 85th percentile on operating margin within this group when Compensia conducted the analysis in July 2020.

Components of Compensation Program and Fiscal 2021 Compensation

Our executive compensation program consists of the following principal components:

 

  Base salary;

 

  Performance-based cash bonus;
  Performance-based and time-based equity grants in the form of PSUs and RSUs; and

 

  Severance and change in control-related benefits.

We also provide our employees, including our executive officers, with comprehensive employee benefit programs such as, in the United States, medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, an employee stock purchase plan, financial planning and other plans and programs made available to eligible employees generally.

We emphasize performance-based, variable incentive compensation over fixed compensation, such as base salary. Each element of compensation is chosen in order to attract, incent, and retain the necessary executive talent and to reward corporate performance by creating a balance between shorter-term corporate performance and providing incentives for the attainment of long-term strategic goals and enhancing stockholder value. The allocation of each element of compensation is determined by our Compensation Committee for each executive based on the following factors:

 

  Performance against corporate, individual and organizational objectives for the fiscal year;

 

  Importance of particular skill sets and professional abilities to the achievement of long-term strategic goals; and

 

  Contribution as a leader, corporate representative and member of the senior management team.

While we believe in structuring executive compensation plans that give our executives incentives to deliver certain objective elements of corporate financial performance over specified time periods, we do not believe in a purely mechanical approach. Instead, part of our executive compensation philosophy includes an element of reward for non-quantitative achievements demonstrated by our executives in the actions and decisions they make throughout the year. When establishing our executive compensation plans for a given year, it is not possible to foresee all the challenges and demands that will present to our executives, both as a management team and in their areas of individual responsibility. We believe that rewarding decision-making and leadership builds a management team capable of creating stockholder value over the longer term. At the same time, rewarding the achievement of quantifiable results helps ensure executives remain disciplined in delivering shorter-term financial results.

The allocation of an executive officer’s compensation among each of the compensation components is based on our competitive benchmarking, our recruiting and retention goals, our view of internal fairness and consistency and other considerations that our Compensation Committee deems relevant, such as extraordinary performance. While our Compensation Committee does not have a formula for determining the appropriate allocation between cash and non-cash compensation or short-term and long-term performance-based compensation, historically our Compensation Committee has allocated a greater percentage of an executive’s total compensation to equity.

 

 

 

2022 Ansys Proxy Statement     31


Table of Contents

The charts below show the pay mix of our CEO and other NEOs for 2021:

 

LOGO
                                                                            

*  Excludes additional incremental grants of PSUs to Ms. Lee in 2021, as described in the Compensation Discussion and Analysis section

 

Base Salaries

We pay base salaries to attract talented executives and to provide a fixed base level of cash compensation. Base salaries for executive officers are individually determined by the Compensation Committee after consideration of:

 

  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.

There are generally three reasons for adjustments to our executives’ base salaries: annual increases, promotions or change in role, and market adjustments. The Compensation Committee considers base salary increases for our executive officers annually, based on the factors described above. The Compensation Committee’s review of these factors is subjective, and no fixed value or weight is assigned to any specific factor when making salary decisions.

2021 Base Salaries

The table below sets forth the 2021 annual base salaries for our named executive officers:

Named  Executive
Officer
   2021 Base 
Salary
 

%
 Increase 

from

2020

  % 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%

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. Emswiler’s 2021 base salary increase was intended to bring his salary more in line with market median.

Performance Based Cash Bonuses

A key compensation objective is to have a significant portion of each named executive officer’s compensation tied to our performance. In support of this objective, we generally provide annual performance-based cash bonuses for our named executive officers, based on achievement against corporate and individual performance objectives established at the beginning of the calendar year. Performance-based cash bonuses are designed to reward executives based on the achievement of our financial goals as well as individual performance goals tied to the executive’s functional role. Executives are assigned a target bonus opportunity each year. Actual bonus awards are calculated based on our financial performance during the year and achievement of individual performance results, which are considered on a qualitative basis. At the

 

 

 

32     2022 Ansys Proxy Statement


Table of Contents

beginning of 2021, the Board approved the performance objectives for the Company that the Compensation Committee and Dr. Gopal used to design our named executive officers’ cash bonus opportunity for 2021. The Compensation Committee determined and approved both individual and Company metrics.

The Compensation Committee determined that non-GAAP revenue and non-GAAP operating income were the appropriate financial performance metrics to measure short term company performance. The weightings of non-GAAP revenue, non-GAAP operating income and individual performance to determine the overall performance based annual cash bonus are set forth in the tables below.

 

 
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 the Compensation Committee.

Payouts as a percentage of target are subject to straight line interpolation to the extent that the performance metrics are achieved between the percentage levels outlined in the tables above.

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 for compensation, non-GAAP revenue is further adjusted to reflect results at planned foreign currency exchange rates.

Non-GAAP operating income is calculated in accordance with GAAP for the year ended December 31, 2021 and then adjusted to (i) 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, (ii) exclude stock-based compensation expense and excess payroll taxes related to stock-based awards, (iii) exclude amortization expense associated with intangible assets acquired in business combinations, and (iv) exclude transaction expenses related to business combinations. For the purpose of calculating performance for compensation, non-GAAP operating income 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 and approves the CEO’s qualitative goals, which are aimed at implementing the Company’s strategic objectives. The CEO then leads a discussion with the Compensation Committee about the qualitative goals of the named executive officers, which are intended to implement the CEO’s goals and the primary areas of focus of the relevant functional duties. Each qualitative goal of the named executive officers approved by the Compensation Committee takes into account the strategic priorities of the Company and the most impactful way in which the relevant business unit or function can meet the Company’s overall targets. The Compensation Committee believes these qualitative individual goals are challenging, yet attainable. Due to their long-term strategic nature, we do not disclose details of the goals tied to the individual results. For the named executive officers, the qualitative goals for 2021 included operational improvements to support the business as it scales, talent acquisition diversity objectives to attract, retain and promote diverse top talent, successful completion of acquisitions and partnerships in line with strategic objectives and the seamless integration of newly acquired companies, enhancing core technologies and extending adjacent technologies, and strengthening investor engagement.

 

 

 

2022 Ansys Proxy Statement     33


Table of Contents

2021 Target Performance Based Cash Bonus Opportunities

The target annual cash bonus opportunities for our named executive officers are expressed as a percentage of their respective base salaries. The table below shows the target bonus amount for each named executive officer as a percentage of base salary and as a corresponding cash amount:

 

       
Named
Executive
Officer

2021
Target
Bonus as
% of

Salary

2021 Target
Cash Bonus
Opportunity*

Total Target

Cash

Compensation
Compared to

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%

*Amounts shown relate to base earnings for 2021 as shown in the Salary column of the Summary Compensation Table (2021, 2020, and 2019).

2021 Actual Performance Based Cash Bonus Payments

We achieved the following results as it relates to the 2021 Performance Based Cash Bonus metrics:

 

 
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%.

    

 

 

 

34     2022 Ansys Proxy Statement


Table of Contents

The calculations used to determine the 2021 Performance Based Cash Bonus amounts earned by each NEO are shown in the following table:

 

Named  Executive
Officer
  Metric   Weighting   

Achievement 

Level

  Payout as % of 
Target
 

Weighted

Achievement 
Level

  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%    

*After a review of each NEO’s performance in 2021, the Compensation Committee approved each NEO’s achievement level based on their individual performance relative to their functional position goals and other factors.

 

 

2022 Ansys Proxy Statement     35


Table of Contents

As a result of individual performance results of 125% for Maria Shields, 150% for Shane Emswiler and Janet Lee, and 200% for Ajei Gopal, Nicole Anasenes, and Richard Mahoney, the Compensation Committee awarded cash bonuses in the following amounts:

 

       
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%

*Rounded to the nearest tenth percent. Amounts shown relate to base earnings for 2021 as shown in the Salary column of the Summary Compensation Table (2021, 2020, and 2019).

Long-Term Equity Compensation

Our executive compensation program includes stock-based awards, the value of which depend on our stock performance and other performance measures, which are intended to drive strong long-term performance. The stock-based awards consist of PSUs and time based RSUs.

PSUs align our executive officers’ pay to our financial performance based on specific metrics. The Compensation Committee determined that ACV, non-GAAP operating cash flows, and a metric based on our TSR compared to the return on the Nasdaq Composite Index (the “Index”) were the appropriate metrics to measure longer term company performance for purposes of the 2021 regular-cycle three-year PSUs, as they provided a balance of short-term and long-term growth and profitability to drive long-term stockholder value.

RSUs offer value delivery to our executive officers while promoting alignment of their interests with the long-term interests of our stockholders in a manner consistent with the compensation practices of our peer companies. For the reasons described above, we believe that the combination of PSUs and RSUs motivates and retains our valued executive officers. In the future, we may introduce other forms of equity compensation to our executive officers that are also aligned with the interests of our stockholders.

The Compensation Committee, in consultation with our CEO (other than with respect to his own compensation), determines the size, mix, material terms and metrics (in the case of PSUs) of equity awards granted to each of our executive officers. The Committee takes into consideration factors such as the scope of the named executive officer’s role and, responsibilities, competitive market data provided by Compensia, individual performance and retention risk.

Similar to previous years, the Compensation Committee decided to grant an equal amount of regular-cycle PSU (measured at a target award level) and RSU awards for 2021. Each named executive officer received 50% of their long-term equity compensation in the form of RSUs and 50% of their long-term equity compensation in the form of PSUs. 80% of the PSUs are based on metrics related to the Company’s financial performance (the “Operating Metric PSUs”) and 20% of the PSUs are based on a performance metric measured against the Company’s three-year relative TSR (the “TSR PSUs”). In addition, Ms. Lee received additional incremental grants of PSUs in 2021, as described below.

Performance Metrics for Regular-Cycle 2021 PSU Awards

For the 2021 TSR PSUs, similar to previous years, the Compensation Committee will measure our TSR compared to the Index at the end of a three-year cumulative performance period ending December 31, 2023. The TSR calculation will be based upon the return of the 10-trading day average price of the Company and the Index preceding the start of the performance period (January 1, 2021) and the return of the 10-trading day average price at the end of the relevant period (December 31, 2023). The 2021 TSR PSUs will be earned at 100% if our TSR equals the return of the Index at the end of the cumulative three-year performance period.

The target award will be reduced by three percentage points for each percentage point by which the return of the Index exceeds the Ansys TSR and will be reduced to zero percent if the return of the Index exceeds the Ansys TSR by more than twenty-five percentage points. If Ansys has a negative TSR but it is still higher than the Index, a maximum of 100% of the target may be earned.

The target award will be increased by four percentage points for each percentage point by which the Ansys TSR exceeds the return of the Index, up to a maximum of two hundred percent (200%) of the target award.

 

 

 

 

36     2022 Ansys Proxy Statement


Table of Contents

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%

 

LOGO

Please see “Grants of Plan-Based Awards in Fiscal 2021 Table” for additional information about these equity awards.

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.

For the 2021 sub-performance period of the 2019, 2020, and 2021 Operating Metric PSUs, the Compensation Committee selected ACV with an operating cash flows modifier, as described below.

ACV is a financial metric for which there is no comparable GAAP measure. This metric is calculated as follows:

 

  The annualized value of maintenance and lease contracts with start dates or anniversary dates during the period, plus

 

  the value of perpetual license contracts with start dates during the period, plus

 

  the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus

 

  the value of work performed during the period on fixed-deliverable services contracts.

To arrive at adjusted ACV, we calculated ACV for the year ended December 31, 2021 and then adjusted to reflect results at planned foreign currency exchange rates.

Adjusted operating cash flow was calculated in accordance with GAAP for the year ended December 31, 2021, and then adjusted to reflect results at planned foreign currency exchange rates.

 

 

The goals for the 2021 sub-performance period within each of the 2019, 2020 and 2021 Operating Metric PSUs are based on the attainment of adjusted ACV with an adjusted non-GAAP operating cash flows modifier as outlined below. The number of PSUs earned between levels will be determined through straight-line interpolation. The goals for any remaining sub-performance periods will be disclosed after the end of the applicable sub-performance period.

 

Adjusted ACV
($ in millions)

 

 

< 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


Table of Contents

2021 PSU Awards

Each named executive officer received 50% of their target long-term equity compensation in the form of PSUs, 80% of which are based on performance against metrics related to the Company’s financial performance (ACV and non-GAAP operating cash flows, each as adjusted) 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 Metric PSUs relating to the 2020 tranche of her 2018, 2019, and 2020 Operating Metric PSU awards, the terms and performance results of which are 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.

TSR Metric

As described above, the 2021 TSR PSUs are based on our TSR as compared to the return of the Index at the end of a three-year performance period ending December 31, 2023.

Operating Metric

In 2021, we achieved adjusted ACV of $1,874.0 million and adjusted non-GAAP operating cash flows of $551.7 million resulting in a payout at 200% of target for the 2021 sub-performance period for each of the 2021, 2020 and 2019 Operating Metric PSUs. In the case of the 2021 Operating Metric PSUs, the underlying shares for the first sub-performance period will vest three years from the grant date contingent upon the named executive officer’s continued employment through the vesting date.

2021 RSU Awards

Each named executive officer received 50% of their target long-term equity compensation in the form of RSUs, which generally vest ratably on the first, second, and third anniversaries of the grant date.

2019 and 2020 PSU Awards

TSR Metric

The 2019 TSR PSUs were paid out following the end of a three-year period ended December 31, 2021. The TSR calculation was based upon the return of the 10-trading day average price of the Company and the Index preceding the start of the performance period (January 1, 2019) and the return of the 10-trading day average price at the end of the performance period (December 31, 2021). For the 2019 TSR PSUs, the results were as follows:

 

       
 

 

Beginning  
Average  
Ending
Average
Result
     
Ansys TSR $143.65 $401.85 179.75%
     
Index TSR $6,558.24 $15,547.27 137.06%

Under the terms of the award, maximum payout (200%) occurred if the Company’s TSR outperformed the Index by 25 percentage points or more. The Company’s TSR outperformed the Index by 42.68 percentage points resulting in a maximum payout of 200%.

This resulted in the following share payouts to our NEOs:

 

   
Named Executive Officer    Number of Shares of       
Common Stock      
   

Ajei Gopal

  

10,372

   

Nicole Anasenes

  

N/A

   

Maria Shields

  

3,458

   

Richard Mahoney

  

3,918

   

Shane Emswiler

  

2,420

   

Janet Lee

  

1,844

The 2020 TSR PSUs measure our TSR as compared to the Index at the end of a three-year period ending December 31, 2022 and will pay out, if earned, following the end of that period.

Operating Metric

Under the terms of the 2019 Operating Metric PSUs, the 2021 third sub-performance period was earned at 200% based on the performance scale described above. Upon the completion of the performance period for this award, the following shares were paid out for the three sub-performance periods:

 

   
Named Executive Officer    Number of Shares of       
Common Stock      
   

Ajei Gopal

  

31,659

   

Nicole Anasenes

  

N/A

   

Maria Shields

  

10,553

   

Richard Mahoney

  

11,960

   

Shane Emswiler

  

7,388

   

Janet Lee

  

5,841

 

 

 

38     2022 Ansys Proxy Statement


Table of Contents

For the 2020 Operating Metric PSU awards, the 2021 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 date contingent upon the named executive officer’s continued employment through the vesting date.

Other Compensation Policies and Information

Employee Benefits and Perquisites

Employee benefits are provided to all eligible employees, including our named executive officers, which the Compensation Committee believes are reasonable and consistent with its overall compensation objective to better enable us to attract and retain employees. These benefits include, in the United States, medical, dental and vision insurance, health savings account, a 401(k) retirement plan, life and disability insurance, flexible spending accounts, an employee stock purchase plan, and other programs.

We provide limited perquisites to our executives. We have no deferred compensation, pension arrangements, post-retirement health coverage or similar benefits for our executives that are not generally available to other eligible employees, other than as provided under the Executive Severance Plan and the CEO’s employment agreement, details of which are included below under “Employment, Severance and Change in Control Agreements.” In addition, we pay for the cost of financial planning services provided by a third party to assist our executives with managing complex investment, tax, legal and estate planning matters so that the executives can remain focused on our business priorities rather than personal financial concerns. While we pay for the cost of this voluntary benefit, the executive is responsible for the taxes on the value of this benefit.

Stock Ownership Guidelines

The Board believes that directors and senior officers should hold a meaningful financial stake in the Company to further align their interests with those of our stockholders and to build an ownership mentality among our senior employees. As a result, the Board has adopted stock ownership guidelines for senior management. As of December 31, 2021, each of the named executive officers was in compliance with our stock ownership guidelines. The Board most recently reviewed and modified these guidelines as of October 28, 2021. These modifications included removing stock options from eligibility to count towards stock ownership requirements.

 

 
Executive Officer Stock Ownership Guidelines
   

Chief Executive Officer

  

5x Annual Salary

   

Senior Vice Presidents

  

3x Annual Salary

   

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 the terms of the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan (the “2021 Plan”), the Compensation Committee may delegate to one or more of its members, to one or more officers of the Company, or to one or more agents or advisors, certain duties or powers under the 2021 Plan, including by authorizing one or more officers of the Company to designate employees to be recipients of awards and determine the size of such awards (provided that the Compensation Committee may not delegate such authority with respect to awards granted to the Company’s executive officers or directors).

Pursuant to such delegation authority and the terms of the ANSYS, Inc. Amended and Restated Equity Grant Policy, the Compensation Committee has authorized the CEO to grant awards of restricted stock units (including both time-based and performance-based) to employees of the Company, other than executive officers.

Clawback of Compensation

Under our Corporate Governance Guidelines, if our Board determines, in its sole discretion, that our financial results are restated, whether in part or in their entirety, due to misconduct by one or more executive officers, the Board has the discretion to use commercially reasonable best efforts to remedy the misconduct and prevent its recurrence. The Board may determine, to the fullest extent permitted by law, to (i) recoup any bonus or other performance-based compensation that has been paid, (ii) cancel any equity-based awards made, and/or (iii) recoup any gains from equity-based awards made, to any executive officer engaged in such misconduct. The Board may also take any of the actions described in the preceding sentence with respect to compensation paid or awarded in the preceding three years if an executive violates the terms of a non-competition agreement with the Company.

Anti-Hedging and Anti-Pledging Policy

Under our Insider Trading Policy and Procedures, no director, executive officer, or employee may at any time purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, puts, calls, and

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.

Directors and executive officers are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Post-Employment Compensation

Retirement Benefits

We do not provide pension arrangements or post-retirement health coverage for our executives, except as provided in our Executive Severance Plan and the CEO’s employment agreement. Our U.S.-based employees, including the executives, are eligible to participate in our 401(k) plan or that of one of our subsidiaries. In any plan year, we will contribute to each participant a matching

 

 

 

2022 Ansys Proxy Statement     39


Table of Contents

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.

Nonqualified Deferred Compensation

We do not provide any nonqualified defined contribution or other deferred compensation plans to our executive officers.

Employment, Severance and Change in Control Agreements

Our executive officers do not have employment agreements with us except in the case of our CEO as described below.

Dr. Gopal Employment Agreement

We entered into an employment agreement with Dr. Gopal on August 29, 2016 (the “Gopal Agreement”), pursuant to which Dr. Gopal’s employment was for an initial term of one year and annually automatically renews for additional one-year periods unless either party elects not to renew on 60 days prior written notice or the employment is earlier terminated by either party.

Under the terms of the Gopal Agreement, in the event that Dr. Gopal’s employment with us is terminated by us without “Cause” or as a result of his resignation with “Good Reason,” (each as defined in the Gopal Agreement) Dr. Gopal will be entitled to (i) receive an amount equal to two times the sum of his then effective base salary plus his target bonus, payable over 24 months in equal installments, (ii) in certain circumstances, a monthly payment would be made by us of an amount equal to the employer health insurance contribution amount that would have been paid in respect of Dr. Gopal for at most 24 months following such termination and (iii) the period of time during which Dr. Gopal may exercise his vested stock options shall be extended to the longer of (x) three months after his date of termination or (y) seven days after the commencement of our first open trading window that occurs after the date of termination, but in no event later than the 10-year expiration date of such options.

If a termination under such circumstances occurs during the period beginning 60 days prior to the effective date of a definitive agreement that will result in a change in control and ending 18 months after the consummation (closing) of a change in control, then, in lieu of the benefits described in the foregoing paragraph, Dr. Gopal will be entitled to (a) the amounts described in clause (i) above, which will be paid in a lump sum in certain circumstances rather than over 24 months, (b) the acceleration and vesting of all outstanding stock options or other stock-based awards held by Dr. Gopal, subject to any performance or metric-based requirements set forth therein which shall be separately determined as set forth in the applicable award agreement and (c) in certain circumstances, a monthly payment by us of an amount equal to the employer health insurance contribution amount that would have been paid in respect of Dr. Gopal for at most 24 months following such termination.

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.

Executive Severance Plan

On February 17, 2010, we adopted the ANSYS, Inc. Executive Severance Plan, which was amended as of July 29, 2014, (the “Executive Severance Plan”), for executives and other employees selected for participation by our Compensation Committee. The Executive Severance Plan applies to all named executive officers with the exception of Dr. Gopal whose severance terms are set forth in the Gopal Agreement.

Pursuant to the Executive Severance Plan, covered executives whose employment with us is terminated for any reason other than for cause, death or disability will receive a lump-sum severance payment equal to the sum of six months’ base salary and target bonus and an amount equal to the earned, but unpaid, portion of the covered executive’s target bonus, as well as 12 months’ health and welfare benefits and outplacement services up to $15,000. In the event the employment of a covered executive is terminated for any reason other than for cause, death or disability, or by the covered executive with good reason, in either case within 18 months after a change in control of the Company, the covered executive will (a) receive a lump-sum severance payment equal to the sum of 12 months’ base salary and target bonus and an amount equal to the earned, but unpaid, portion of the covered executive’s target bonus, (b) receive 12 months’ health and welfare benefits and outplacement services up to $15,000 and (c) have all outstanding stock based awards accelerate and become fully vested and non-forfeitable as of the date of such termination of employment.

Our executive equity award agreements also provide for “double- trigger” vesting (a change in control and qualifying employment termination).

In all cases, receipt of severance payments is conditioned on the timely execution of an appropriate release of claims on the part of the terminated executive.

For additional information regarding our change in control severance arrangements, see “Potential Payments Upon Termination or Change in Control Under Employment or Other Agreements Table.”

Our Compensation Committee has implemented these arrangements to protect the interests of our senior executives when a potential change in control could affect our executives’ job security, authority or compensation, and believes that these arrangements help us recruit and retain executive-level talent. These change in control severance arrangements also promote the interests of our stockholders by mitigating the senior executives’ concerns about such potential matters and thereby assuring that management provides guidance to the Board and stockholders that is not related to such concerns. In the event employment is terminated for reason of death or disability, all unvested RSUs will become immediately vested. Unvested PSUs will vest, as scheduled, on a prorated basis, based on the achievement of the applicable metrics.

 

 

 

40     2022 Ansys Proxy Statement


Table of Contents

 

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the year ended December 31, 2021 with management and based on such review and discussion, has recommended to our Board of Directors that the CD&A be included in our proxy statement for the 2022 Annual Meeting and be incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the Securities and Exchange Commission.

Compensation Committee

Robert M. Calderoni, Chair

Anil Chakravarthy

Glenda M. Dorchak

Ronald W. Hovsepian

Ravi K. Vijayaraghavan

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of Ansys under the Securities Act of 1933 or the Exchange Act, except to the extent that the Company specifically incorporates the Report by reference therein.

 

 

COMPENSATION POLICIES AND PRACTICES RELATED TO RISK MANAGEMENT

 

The Compensation Committee, with the assistance of Compensia, assesses and considers potential risks when reviewing and approving our compensation policies and practices for our executive officers and employees, with particular attention to risks related to the Company’s use of, and degree of use of, equity and incentive-based compensation as a portion of the total compensation paid to the executive officers. We have designed our compensation programs, including our incentive compensation plans, with features to address potential risks while rewarding employees for achieving financial and strategic objectives through prudent business judgement and appropriate risk taking. Based upon its assessment, the Compensation Committee believes that any risks arising from our compensation programs do not create disproportionate incentives for our employees to take risks that are reasonably likely to have a material adverse impact on us in the future.

Our Compensation Committee considered the following elements of our compensation plans and policies when evaluating whether our plans and policies encourage our executives and employees to take unreasonable risks:

 

  Our base salary component of compensation does not encourage risk taking because it is a fixed amount.

 

  Our performance-based cash bonus awards are based, in part, on the achievement of at least two quantitative performance measures, thus diversifying the risk associated with any single indicator of performance.

 

  Awards under our performance-based cash bonus programs are based on overall performance and qualitative individual goals that vary depending on
   

each executive’s role, which limits the risk associated with awarding cash bonuses based solely on Company financial performance against established metrics.

 

  Assuming achievement of a threshold level of performance, payouts under our performance-based plans result in some compensation at levels below full target achievement rather than an “all-or-nothing” approach, which could engender excessive risk taking.

 

  We award our executives PSUs that are earned based, in part, on the performance of our common stock over a cumulative three-year period providing them with strong incentives to increase stockholder value over the long-term. Pay-outs under this plan are capped at 200% of target to prevent excessive compensation or risk taking on the part of the participants.

 

  Our Compensation Committee determines achievement levels under the Company’s performance-based cash bonus program in its discretion after reviewing Company and executive performance and which program similarly caps pay-outs to prevent excessive compensation or risk-taking.

 

  We maintain a robust clawback policy.

 

  Our executive stock ownership policy requires executives to hold shares of stock equal to a minimum of two or three times their base salary, or, in the case of our CEO, equal to a minimum of five times his base salary. Executives must attain the levels described above within five years of becoming subject to this policy.
 

 

 

2022 Ansys Proxy Statement     41


Table of Contents

 

FISCAL 2021 COMPENSATION TABLES

 

SUMMARY COMPENSATION TABLE (2021, 2020, AND 2019)
Name and Principal
Position
   Year    Salary ($) Bonus ($) (1) Stock

Awards ($) (2)

Non-Equity

Incentive

Plan ($) (3)

All

Other Compensation
($) (4)

Total
Ajei Gopal, President and Chief Executive Officer 2021 $825,000 $309,375 $15,431,959 $1,666,345 $27,955 $18,260,634
2020 $818,750 $247,500 $12,276,512 $719,483 $27,288 $14,089,533
2019 $793,750 $240,000 $17,553,073 $971,040 $33,550 $19,591,413
Nicole Anasenes, Senior Vice President and Chief Financial Officer 2021 $439,675 $164,878 $2,495,961 $470,150 $27,705 $3,598,369
2020 $74,439 $4,449,571 $538 $4,524,548

Maria Shields, Senior Vice President, Administration (former Chief Financial Officer)

2021 $433,475 $101,595 $3,060,635 $463,520 $27,705 $4,086,930
2020 $420,849 $119,232 $3,353,433 $241,326 $11,288 $4,146,128
2019 $408,591 $86,819 $5,243,830 $281,063 $11,050 $6,031,353

Richard Mahoney, Senior Vice President, Worldwide Sales and Customer Excellence

2021 $413,406 $206,703 $4,722,909 $589,413 $11,650 $5,944,081
2020 $401,365 $151,616 $3,859,449 $306,870 $11,288 $4,730,588
2019 $389,675 $122,667 $6,831,625 $357,401 $19,582 $7,720,950

Shane Emswiler, Senior Vice President,

Products

2021 $366,480 $103,072 $4,341,080 $391,882 $11,650 $5,214,164
2020 $312,995 $91,417 $2,939,182 $185,028 $10,833 $3,539,455
2019 $274,848 $62,294 $5,945,306 $151,251 $10,530 $6,444,229

Janet Lee,

Vice President, General Counsel and Secretary

2021 $346,495 $77,961 $2,034,172 $296,409 $27,493 $2,782,530
2020 $336,402 $63,538 $1,784,660 $154,321 $27,288 $2,366,209
2019 $326,575 $49,350 $1,511,219 $179,733 $23,368 $2,090,245

(1) Reflects the portion of the total Performance Based Cash Bonus paid to the named executive officers for 2021 that is tied to individual results as described in more detail in “Compensation Discussion and Analysis.”

(2) The values set forth in this column are based on the aggregate grant date fair values of RSU and PSU awards granted in computed in accordance with FASB ASC Topic 718. The amounts shown in the table reflect the target grant date fair values of the PSUs. The grant date fair values of RSUs and Operating Metric PSUs are computed based upon the closing price per share of Ansys’ common stock on the date of grant. The grant date fair values of TSR PSUs are computed using a Monte Carlo simulation model. A discussion of the relevant assumptions made in the valuation of these awards is provided in Note 14 of the 2021 Form 10-K.

In the event of maximum payout, the aggregate grant date fair values for the PSUs reflected in the 2021 rows of this column would be:

 

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).

These amounts reflect fair values of these awards on the grant dates, and do not correspond to the actual values that may be recognized by the named executive officers.

(3) Reflects the portion of the total Performance Based Cash Bonus paid to the named executive officers for 2021 that is tied to Company financial performance metrics as described in more detail in “Compensation Discussion and Analysis.”

(4) 2021 amounts for Dr. Gopal consist of $11,400 in contributions to the 401(k), $16,305 for financial planning and $250 for a corporate gift true-up. 2021 amounts for Ms. Anasenes and Ms. Shields consist of $11,400 in contributions to the 401(k) and $16,305 for financial planning. 2021 amounts for Messrs. Mahoney and Emswiler consist of $11,400 in contributions to the 401(k), and $250 for a corporate gift true-up. 2021 amounts for Ms. Lee consist of $11,188 in contributions to the 401(k) and $16,305 for financial planning.

 

 

42     2022 Ansys Proxy Statement


Table of Contents
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2021 TABLE
Name   Grant Date   Compensation
Committee
Approval

Date

  Estimated Future 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 Gopal, President and Chief Executive Officer   (1)   2/16/21   $438,281   $876,563   $1,753,125                            
  (2) 3/3/2021   2/16/21               1,453   6,053   12,106               2,263,398
  (3) 3/3/2021   2/16/21               1,135   4,540   9,080               1,084,470
  (4) 3/3/2021   2/16/21                           22,701           7,261,142
  (5) 3/3/2020   2/16/21               1,436   5,984   11,968               2,237,597
  (6) 3/5/2019   2/16/21               1,659   6,914   13,828               2,585,352

 

Nicole Anasenes, Senior Vice President and Chief Financial Officer

  (1)   2/16/21   $123,659   $247,317   $494,634                            
  (2) 3/3/2021   2/16/21               342   1,424   2,848               532,476
  (3) 3/3/2021   2/16/21               267   1,068   2,136               255,113
  (4) 3/3/2021   2/16/21                           5,341           1,708,372
Maria Shields, Senior Vice President, Administration (former Chief Financial Officer)   (1)   2/16/21   $121,915   $243,830   $487,659                            
  (2) 3/3/2021   2/16/21               226   943   1,886               352,616
  (3) 3/3/2021   2/16/21               177   707   1,414               168,881
  (4) 3/3/2021   2/16/21                           3,538           1,131,665
  (5) 3/3/2020   2/16/21               350   1,460   2,920               545,938
  (6) 3/5/2019   2/16/21               553   2,304   4,608               861,535
Richard Mahoney, Senior Vice President, Worldwide Sales and Customer Excellence   (1)   2/16/21   $155,027   $310,055   $620,109                            
  (2) 3/3/2021   2/16/21               427   1,780   3,560               665,595
  (3) 3/3/2021   2/16/21               334   1,335   2,670               318,891
  (4) 3/3/2021   2/16/21                           6,676           2,135,385
  (5) 3/3/2020   2/16/21               402   1,675   3,350               626,333
  (6) 3/5/2019   2/16/21               627   2,612   5,224               976,705
Shane Emswiler, Senior Vice President, Products   (1)   2/16/21   $103,073   $206,145   $412,290                            
  (2) 3/3/2021   2/16/21               436   1,816   3,632               679,057
  (3) 3/3/2021   2/16/21               341   1,362   2,724               325,341
  (4) 3/3/2021   2/16/21                           6,810           2,178,247
  (5) 3/3/2020   2/16/21               356   1,484   2,968               554,912
  (6) 3/5/2019   2/16/21               387   1,614   3,228               603,523
Janet Lee, Vice President, General Counsel and Secretary   (1)   2/16/21   $77,961   $155,923   $311,846                            
  (2) 3/3/2021   2/16/21               145   605   1,210               226,228
  (3) 3/3/2021   2/16/21               114   454   908               108,447
  (4) 3/3/2021   2/16/21                           2,270           726,082
  (5) 3/3/2020   2/16/21               184   766   1,532               286,430
  (6) 3/5/2019   2/16/21               295   1,230   2,460               459,934
  (8) 2/16/2021   2/16/21                   223                   89,615
  (8) 2/16/2021   2/16/21                   211                   84,792
  (8) 2/16/2021   2/16/21                   131                   52,644

(1) Amount represents the portion of the Performance Based Cash Bonus that is tied to Company financial performance metrics as described in more detail in “Compensation Discussion and Analysis.”

(2) Amount represents a grant of Operating Metric PSUs under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Predecessor Plan”), which are earned based on achievement of adjusted ACV with an adjusted non-GAAP operating cash flows modifier for fiscal 2021 only. Goals for the 2022 and 2023 annual sub-performance periods will be established in the first quarter of each relevant year.

(3) Amount represents a grant of TSR PSUs under the Predecessor Plan earned based on the achievement of a relative TSR goal over a three-year performance period.

(4) Amount represents a grant of time-based RSUs under the Predecessor Plan with a three-year ratable vesting schedule on each anniversary date of the date of grant.

(5) 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 2020 PSU awards on February 16, 2021.

 

 

2022 Ansys Proxy Statement     43


Table of Contents

(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) The values set forth in this column reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718.

(8) Amount represents a grant of Operating Metric PSUs under the Predecessor Plan, which are earned based on achievement of adjusted ACV with an adjusted non-GAAP operating cash flows modifier for 2020.

 

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
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 Gopal,

President and
Chief Executive
Officer

  208,882           95.09   8/31/2026                   (2) 
                      8,643   3,466,880           (3) 
                      14,960   6,000,755           (4) 
                      22,701   9,105,825           (5) 
                      31,659   12,699,058           (6) 
                      10,372   4,160,417           (7) 
                              56,948   22,842,982   (8) 
                      16,928   6,790,159   11,968   4,800,604   (9) 
                              8,974   3,599,651   (10) 
                      12,106   4,855,959   24,216   9,713,522   (11) 
                              9,080   3,642,170   (12) 
Nicole Anasenes, Senior Vice President and
Chief Financial
Officer
                      4,060   1,628,547           (14) 
                              10,962   4,397,077   (15) 
                      5,341   2,142,382           (5) 
                      2,848   1,142,390   5,698   2,285,582   (11) 
                              2,136   856,792   (12) 
Maria Shields, Senior Vice President, Administration (former Chief Financial Officer)   18,000           67.44   11/14/2022                   (16) 
                      2,881   1,155,627           (3) 
                      3,650   1,464,088           (4) 
                      3,538   1,419,163           (5) 
                      10,553   4,233,019           (6) 
                      3,458   1,387,073           (7) 
                              14,236   5,710,344   (8) 
                      4,130   1,656,626   2,920   1,171,270   (9) 
                              2,190   878,453   (10) 
                      1,886   756,512   3,776   1,514,629   (11) 
                              1,414   567,184   (12) 

Footnotes on following page.

 

 

44     2022 Ansys Proxy Statement


Table of Contents
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
or Units
of Stock

That
Have Not
Vested
(#)

  Market
Value of
Shares or
Units of

Stock That
Have Not
Vested ($) (19)

  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 ($) (19)

   
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)