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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
P
arty 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
 
 
 


 

PRELIMINARY COPY—SUBJECT TO COMPLETION

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, as amended, please be advised that ANSYS, Inc. intends to release definitive copies of this Proxy Statement to stockholders beginning on or about March 28, 2023

 

LOGO


LOGO    LOGO

A MESSAGE TO OUR STOCKHOLDERS

 

Dear Stockholders,    March 28, 2023

Ansys had another excellent year in 2022. Our industry-leading product portfolio, loyal customer base, strong execution, and growing markets enabled us to beat and operationally raise our guidance each quarter of the year. We also exceeded our long-term goal, set at our 2019 Investor Day, of $2 billion in annual contract value (ACV)* for 2022. When we set the $2 billion ACV goal at our 2019 Investor Day, we could not have predicted the disruptions brought about by the COVID-19 pandemic, ongoing trade sanctions, geopolitical tensions, and currency fluctuations. Yet Ansys has proven its resilience time and again.

For 2022, we reported record GAAP revenue of $2,065.6 million and non-GAAP revenue* of $2,072.9 million, an 8% and 7% respective increase in reported currency and a 14% and 13% respective increase in constant currency*, when compared to the year ended December 31, 2021. ACV was a record $2,031.7 million, an increase of 9% in reported currency and 14% in constant currency, when compared to fiscal 2021.

In 2022, we saw growth across all major industries, geographies, and go-to-market routes. Our top sectors were again the high tech and semiconductor, aerospace and defense, and automotive and ground transportation sectors – and each demonstrated robust year-over-year growth. From a geographical perspective, we saw strong performance with each region growing ACV, in constant currency. Our direct and indirect channels and each of our go-to-market customer segments – enterprise, strategic, and volume accounts – also grew by double digits, in constant currency.

Customer demand for our leading suite of multiphysics solutions remains strong thanks to the enhancements and innovations we are delivering to the market. In 2022, Ansys provided users with a wide range of new capabilities, performance improvements, and cross-discipline engineering solutions that enable engineering teams to better understand multiple dimensions of their next-generation products.

We also added to our product portfolio through a series of strategic acquisitions in 2022. Motor Design’s Motor-CAD product is giving our customers a comprehensive multiphysics workflow for electric machine design. OnScale’s cloud-native, web-based user interface provides device-independent access to our simulation technology. C&R Technologies’ Thermal Desktop, combined with our existing solvers, is providing users with a more comprehensive solution for thermal system design and optimization. As part of our product portfolio, Rocky gives our customers access to a leading discrete element method technology.

During 2022, we also made progress with our environmental, social, and governance initiatives. In addition to working with customers to drive their sustainability initiatives, we announced plans to reduce the environmental and climate impacts of our own operations. We have targeted a 15 percent reduction in scope 1 and scope 2 emissions by 2027, compared with our 2019 baseline. Thanks in part to our sustainability initiatives, Newsweek has named us to its list of America’s Most Responsible Companies based on our corporate achievements in environment, social, and corporate governance. Newsweek also named us as one of America’s most-loved workplaces.

Our customers understand the compelling value proposition that we offer them. Given our emphasis on research and development as well as innovation, the demand for Ansys simulation continues to be strong. We believe our momentum coming out of 2022, our strong customer relationships, our robust end market, and our leading product portfolio will propel us through 2023 and beyond. As a result, we are more confident than ever in our ability to achieve our long-term goals.

Thank you for your continued support.

 

Sincerely,    Sincerely,
LOGO    LOGO
Ronald W. Hovsepian    Ajei S. 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 Regular-Cycle 2022 PSU Awards ” in the accompanying proxy statement.


ANSYS, Inc.

2600 Ansys Drive

Canonsburg, PA 15317

844-462-6797

March 28, 2023

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Friday, May 12, 2023

TO THE STOCKHOLDERS OF ANSYS, INC.

The annual meeting of stockholders of ANSYS, Inc. (“Ansys,” “we,” or the “Company”) will be held on Friday, May 12, 2023, at 11:30 a.m. Eastern Time (the “2023 Annual Meeting”), virtually via live webcast at www.virtualshareholdermeeting.com/anss2023 for the following purposes, as more fully described in the accompanying proxy statement:

 

1.

Election of three Class III 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 2023;

3.

Advisory approval of the compensation of our named executive officers;

4.

Advisory approval of the frequency of the advisory approval of the compensation of our named executive officers;

5.

Approval of the amendment of Article VI of the Charter to declassify the Board; and

6.

Such other business as may properly come before the 2023 Annual Meeting and any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on March 14, 2023 as the record date for determination of stockholders entitled to notice of, and to vote at, the 2023 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 2023 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 2023 Annual Meeting, the 2023 Annual Meeting may be adjourned in order to permit further solicitation of proxies.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE 2023 ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE 2023 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

Senior 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 2023 Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/anss2023.

 

See “Other Matters—Questions and Answers About the Proxy Materials and the 2023 Annual Meeting” in the accompanying proxy statement for details on voting requirements and additional information about the 2023 Annual Meeting.

 

 
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 12, 2023
 

The Notice of Annual Meeting of Stockholders, Proxy Statement and our Annual Report for the fiscal year ended December 31, 2022 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, 2023.

 

 

 


 

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  

2022 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 III DIRECTORS FOR THREE-YEAR TERMS

    11  

DIRECTOR CLASSES AS OF THE 2023 ANNUAL MEETING

    11  

DIRECTOR DIVERSITY

    12  

DIRECTOR NOMINEES

    13  

CONTINUING DIRECTORS FOLLOWING THE 2023 ANNUAL MEETING

    15  

CORPORATE GOVERNANCE AT ANSYS

    19  

Director Independence

    19  

Board Responsibilities

    19  

Oversight of Risk Management

    19  

Communications with the Board

    20  

Related-Party Transactions

    20  

Board Structure and Processes

    20  

Director Over-Boarding Policy

    21  

Board Meetings and Attendance

    21  

Committees

    21  

Audit Committee

    21  

Compensation Committee

    21  

Nominating and Corporate Governance Committee

    22  

Strategic Partnerships and Transactions Committee

    22  

Director Nomination Process

    22  

Compensation Committee Interlocks and Insider Participation

    23  

Director Attendance at the 2022 Annual Meeting

    23  

NON-EMPLOYEE DIRECTOR COMPENSATION

    24  

Cash Compensation

    24  

Equity Compensation

    24  

Director Stock Ownership Guidelines

    24  

DIRECTOR COMPENSATION TABLE FISCAL YEAR 2022

    25  

PROPOSAL 2: RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2023

    25  

AUDIT COMMITTEE REPORT TO STOCKHOLDERS

    26  

Independent Registered Accounting Firm Services and Fees

    27  

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

    28  

OUR EXECUTIVE OFFICERS

    29  

COMPENSATION DISCUSSION AND ANALYSIS

    30  

Our Named Executive Officers

    30  

Overview of Compensation Program & Philosophy

    30  

Fiscal 2022 Financial Highlights

    30  

2022 Say-on-Pay Vote

    30  

Executive Compensation Best Practices

    31  

Our 2022 Executive Compensation Program

    32  

Objectives of Our Compensation Program

    32  

Role of Compensation Consultant

    32  

Role of Compensation Committee and Executive Officers in Compensation Decisions

    32  

Peer Group Considerations

    33  

Components of Compensation Program and Fiscal 2022 Compensation

    33  

Base Salaries

    34  

2022 Base Salaries

    34  

Performance Based Cash Bonuses

    34  

Long-Term Equity Compensation

    38  

Other Compensation Policies and Information

    41  

Post-Employment Compensation

    42  

 

 


COMPENSATION COMMITTEE REPORT

    44  

COMPENSATION POLICIES AND PRACTICES RELATED TO RISK MANAGEMENT

    44  

FISCAL 2022 COMPENSATION TABLES

    45  

2022 Summary Compensation Table

    45  

Grants of Plan-Based Awards in Fiscal 2022 Table

    46  

Outstanding Equity Awards at Fiscal Year End 2022 Table

    47  

Option Exercises and Stock Vested in Fiscal 2022 Table

    50  

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

    51  

2022 CEO PAY RATIO

    52  

PAY VERSUS PERFORMANCE

    53  

Pay Versus Performance Table

    53  

Pay Versus Performance Relationships Descriptions

    55  

Tabular List

    56  

OWNERSHIP OF OUR COMMON STOCK

    57  

Security Ownership of Certain Beneficial Owners

    57  

Security Ownership of Our Management

    58  

EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2022

    59  

PROPOSAL 4: ADVISORY APPROVAL OF THE FREQUENCY OF THE ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

    60  

PROPOSAL 5: APPROVAL OF THE AMENDMENT OF ARTICLE VI OF THE CHARTER TO DECLASSIFY THE BOARD

    61  

OTHER MATTERS

    66  

Questions and Answers About the Proxy Materials and the 2023 Annual Meeting

    66  

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2024 ANNUAL MEETING

    69  

Stockholder Proposals—Proxy Access By-Laws

    69  

Stockholder Proposals—Advance Notice By-Laws

    69  

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

    69  

Stockholder Proposals—SEC Rule 14a-8

    70  

ANNEX A: NON-GAAP RECONCILIATIONS

    A-1  

ANNEX B: CERTIFICATE OF AMENDMENT

    B-1  

 

 


 

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). 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.

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, recessionary conditions and volatility in equity and foreign exchange markets; political, economic and regulatory uncertainties in the countries and regions in which we operate;

 

 

impacts from tariffs, trade sanctions, export controls or other trade barriers including export control restrictions and licensing requirements for exports to China, and impacts from changes to diplomatic relations and trade policy between the United States and Russia or the United States and other countries that may support Russia or take similar actions due to the conflict between Russia and Ukraine;

 

 

constrained credit and liquidity due to disruptions in the global economy and financial markets, which may limit or delay availability of credit under our existing or new credit facilities, or which 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 potential financial impacts of wage inflation;

 

 

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 subscription lease contracts; and our reliance on high renewal rates for annual subscription lease and maintenance contracts;

 

 

our ability to protect our proprietary technology; cybersecurity threats or other security breaches, including in relation to breaches occurring through our products and 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;

 

 

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 tax audit cases;

 

 

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;

 

 

the quality of our products, including the strength of features, functionality and integrated multiphysics 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;

 

 

current and potential future impacts of a global health crisis, 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 consolidated financial statements and other public health and safety risks; and government actions or mandates surrounding the COVID-19 pandemic;


 

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 intention to repatriate previously taxed earnings 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;

 

 

our ability to execute on our strategies related to environmental, social, and governance matters, and meet evolving and varied expectations, including as a result of evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and the availability of requisite financing, and changes in carbon markets; and

 

 

other risks and uncertainties described in our reports filed from time to time with the Securities and Exchange Commission (the “SEC”).

 

 

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.


 

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, 2023 (the “2023 Annual Meeting”). We began making our proxy materials available on March 28, 2023.

 

 

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 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2023 (the “2022 Form 10-K”) and can be found on our investor relations website at https://investors.ansys.com/financials/sec-filings/.

 

 

 

2023 ANNUAL MEETING OF STOCKHOLDERS

 

   

Time and Date

   May 12, 2023, at 11:30 a.m. Eastern Time
   

Live Webcast Address    

   www.virtualshareholdermeeting.com/anss2023
   

Record Date

   March 14, 2023
   

Voting

   Stockholders of Ansys as of the record date, March 14, 2023 (the “Record Date”), are entitled to vote on the proposals at the 2023 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 2023 Annual Meeting.

 

Virtual Annual Meeting

The 2023 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 2023 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 2023 Annual Meeting and therefore will not be answered. Any questions pertinent to the 2023 Annual Meeting that cannot be answered during the 2023 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 2023 Annual Meeting, you may do so by logging into the virtual annual meeting platform at www.virtualshareholdermeeting.com/anss2023, 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/anss2023.

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 2023 Annual Meeting, including to access the 2023 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 2023 Annual Meeting, technical support, rules of conduct, and other materials for the 2023 Annual Meeting, including the list of our stockholders of record, will be available during the 2023 Annual Meeting at www.virtualshareholdermeeting.com/anss2023.

 

 

 

2023 Ansys Proxy Statement     1


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 III Directors for Three-Year Terms

 

The Board and the Nominating and Corporate Governance Committee believe that the three Class III 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 2023

 

The Audit Committee approved the retention of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for fiscal year 2023. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent auditor.

 

   FOR        p. 25
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. 28
4     

 

Proposal 4 — Advisory Approval of the Frequency of the Advisory Approval of the Compensation of Our Named Executive Officers

 

Stockholders may indicate whether they would prefer to have an advisory vote to approve the compensation of our named executive officers every one year, every two years, or every three years, or abstain from voting. The Board and the Compensation Committee value stockholders’ opinions and will take into account the outcome of the vote when considering the frequency of future advisory votes on compensation of our named executive officers.

 

   1 YEAR        p. 60
5     

 

Proposal 5 — Approval of the Amendment of Article VI of the Charter to Declassify the Board

 

The Board has determined that it is in stockholders’ best interest to amend the Charter to phase out the classified Board so that the Board is fully declassified from and after the election of directors at our 2026 annual meeting of stockholders.

 

   FOR        p. 61

 

 

2     2023 Ansys Proxy Statement


 

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, four 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 III – Term Expires 2023

 

Ajei S. Gopal

 

61   

 

2011   

 

President and Chief Executive Officer of Ansys

 

NO   

 

Glenda M. Dorchak

 

68   

 

2018   

 

Former Executive Vice President of Spansion, Inc.

 

YES   

 

AC, NCG, SPTC

           

Robert M. Calderoni

  63      2020      Former Interim President and Chief Executive Officer of Citrix Systems, Inc.  

YES   

  CC†, SPTC

 

Class I – Term Expires 2024

 

           

Jim Frankola

  58      2021      Strategic Advisor to and former Chief Financial Officer of Cloudera, Inc.  

YES   

  AC†

 

Alec D. Gallimore

 

 

59   

 

 

2017   

 

Robert J. Vlasic Dean of Engineering at the University of Michigan

 

 

YES   

 

 

AC

           

Ronald W. Hovsepian

  62      2012      President and Chief Executive Officer of Indigo Ag, Inc.  

YES   

  CC, NCG, SPTC†

 

Class II – Term Expires 2025

 

Claire Bramley

 

45   

 

2022   

 

Chief Financial Officer of Teradata Corporation

 

YES   

 

AC

Anil Chakravarthy

  55      2021     

President, Digital Experience at Adobe Inc.

 

YES   

  CC

Barbara V. Scherer

  67      2013      Former Senior Vice President, Finance and Administration and Chief Financial Officer of Plantronics, Inc.  

YES   

  AC

Ravi Vijayaraghavan

  58      2020     

Partner at Bain & Company, Inc.

 

YES   

  CC, NCG†, SPTC

AC:   Audit Committee

CC:   Compensation Committee

NCG:   Nominating and Corporate Governance Committee

SPTC:   Strategic Partnerships and Transactions Committee

†    Committee Chair

 

 

2023 Ansys Proxy Statement     3


Board Characteristics: Director Nominees and Continuing Directors

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

 

4     2023 Ansys Proxy Statement


 

BUSINESS AND STRATEGY OVERVIEW

 

Ansys develops and globally markets engineering simulation software and services widely used by engineers, designers, researchers and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, materials and chemicals, consumer products, healthcare, and construction. We focus on the development of open and flexible solutions that enable users to analyze designs on-premises and/or via the cloud, providing a common platform for fast, efficient and cost-conscious product development, from design concept to final-stage testing, validation, and deployment. We distribute our suite of simulation technologies through direct sales offices in strategic, global locations and a global network of independent resellers and distributors (collectively, “channel partners”). It is our intention to continue to maintain this hybrid sales and distribution model. We operate and report as one segment.

Our strategy of Pervasive Insights seeks to deepen the use of simulation in our core market, to inject simulation throughout the product lifecycle and extend the accessibility to a broader set of users and use cases. Our business has three vectors of growth:

 

  More products. Our broad and deep multiphysics portfolio enables us to grow with customers as they use simulation to solve more complex problems across a broad set of industries.

 

  More users. Investments in simulation education and user experience simplification has made simulation more accessible to a broader user base.

 

  More computations. Larger and more complex simulations drive more computation, requiring customers to use more Ansys licenses to complete their simulations.

Through decades of investments in the academic community and enhanced user experiences, our solutions have become accessible and relevant beyond our core “engineering” end user, to reach more users upstream and downstream from our core, which is the product validation process. Our multiphysics solutions enable our customers to address increasingly complex research and

development (“R&D”) challenges from the component through the system and mission level of analysis. Our products seamlessly enable access to high performance compute capacity to run simulations, on-premises or in the cloud, which means our customers’ R&D teams are unencumbered by compute capacity limitations that can hinder R&D cycle times.

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 for new products and lower warranty costs. Increasing product complexity is driving sustained demand for simulation. Key industry trends fueling customers’ increasing needs for simulations include:

 

  Electrification;

 

  Autonomy;

 

  Connectivity;

 

  The industrial internet of things (“IIoT”); and

 

  Sustainability, including minimizing waste and physical prototyping, and improving circularity and development time.

We have been investing and intend to continue to invest in our portfolio to broaden the range of physics and enable customers to analyze the interactions among physics at the component, system and mission level. Our strategy is aligned with the near-term market growth opportunities and is laying the foundation for a future where simulation can be further democratized to broader classes of end-users and end-use cases.

To augment our organic development roadmaps, we intend to continue our strategic and disciplined acquisition strategy to grow our business. Our strategy is to partner with industry leaders to extend simulation into other ecosystems and customer R&D workflows. Our business is built on a culture of high ethical standards and commitment to diversity, equity, inclusion and belonging.

 

 

 

2023 Ansys Proxy Statement     5


 

2022 FINANCIAL AND OPERATIONAL HIGHLIGHTS

 

Despite global economic uncertainties throughout 2022, we delivered strong financial results in fiscal year 2022 and we realized the long-term financial goal set at our 2019 Investor Day of $2 billion of annual contract value (“ACV”)* in 2022. Throughout the year we continued to grow our industry-leading portfolio, our loyal customer base and our go-to-market segments.

We also continued our commitment to our “ONE Ansys” culture. In 2022, Newsweek ranked us as thirteenth in its list of Top 100 Most Loved Workplaces. The ranking considers employee survey responses, external ratings and interviews with company leaders, and recognizes companies that put respect, caring and appreciation for their employees at the center of their business model. Further, Newsweek also included us as one of America’s Most Responsible Companies for 2023 based on our 2022 achievements in the environmental, social and corporate governance areas.

Our focused execution yielded strong financial results, reflected in our ACV* growth of 9% in reported currency

and 14% in constant currency*, GAAP operating margin of 28.7% and non-GAAP operating margin* of 42.0%, and record operating cash flow of $631.0 million for the year ended December 31, 2022. We had deferred revenue and backlog of $1,416.8 million as of December 31, 2022. We repurchased 725 thousand shares during the year at an average price per share of $283.38.

Our long-term total stockholder return (“TSR”) depicted in the chart below shows how a $100 investment in Ansys on December 31, 2017 would have grown by December 31, 2022. The chart also compares the TSR of an investment in our common stock to the same investment over the last five years in the Nasdaq Composite Stock Market Index, the Nasdaq 100 Stock Market Index, the S&P 500 Stock Index and an industry peer group of seven companies (Autodesk, Inc., PTC Inc., Cadence Design Systems, Inc., Synopsys, Inc., Altair Engineering Inc., Aspen Technology, Inc. and Dassault Systemes SE).

 

 

Comparison of 5 - Year Cumulative Total Return

 

LOGO

* 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 Regular-Cycle 2022 PSU Awards” in this proxy statement.

 

 

6     2023 Ansys Proxy Statement


In 2022, we maintained our commitment to investing in product innovation by making strategic acquisitions of 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. These targeted acquisitions support our long-term strategic direction, accelerate innovation, provide increased capabilities to our existing products, supply new products and services, expand our customer base and enhance our distribution channels.

During 2022, we also introduced new capabilities to our product portfolio through organic development. We released Ansys 2022 R1 and R2, which deliver greater engineering insight with unprecedented speed and simplicity, equipping globally distributed teams to accelerate innovation and collaboration throughout the engineering process. These releases enable greater design exploration, improve engineering productivity and provide solutions that help reduce costs while increasing product quality. The new products, technologies, and tools enable experts to go deep with custom workflows for industry-specific applications while also extending broad ease-of-use features that increase collaboration across teams. 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 2022 R2 provide new capabilities that cross the breadth of physics, engineering disciplines, and industries to support the scale and interoperability needed to gain knowledge of real-world product performance. Our industry-leading simulation solutions provide an open approach that streamlines engineering

via simplified workflows, integrated data management and easier access to high-powered computing power via the cloud. Ansys 2022 R2 also provides the predicatively accurate analysis, artificial intelligence/machine learning (AI/ML) optimization, and scalable platform needed to tackle tough engineering challenges while helping to meet tight deadlines.

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 5,600 people as of December 31, 2022, including approximately: 2,100 in product development, 2,700 in sales, support and marketing, and 800 in general and administrative functions. Of these employees, 45% were located in the Americas, 28% were located in Europe, Middle East and Africa and 27% were located in Asia-Pacific.

We continue to be committed to corporate responsibility and furthering our environmental, social, and governance (“ESG”) progress. In 2022, we announced our goal to reduce our scope 1 and scope 2 emissions 15 percent by 2027, as compared against our 2019 baseline, by measuring, analyzing and reducing our resource use. 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

 

  90% 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

 

  No supermajority vote provisions
  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
 

 

 

2023 Ansys Proxy Statement     7


 

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

 

 

 

2022 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 88% of our stockholders voting on our 2022 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”) (excluding Richard Mahoney)* in 2022 was allocated as follows among pay elements:

 

LOGO

* Richard Mahoney is not included in the “Other NEOs” graphic above due to his voluntary departure from Ansys on May 5, 2022.

 

 

8     2023 Ansys Proxy Statement


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 payments and 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 payments and benefits
     
LOGO   Stock ownership guidelines for directors and senior management   LOGO   No repricing or replacing of underwater options without stockholder approval
     
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 equity awards
     
LOGO   Independent compensation consultant engaged by 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 2022, these outreach efforts involved representatives of stockholders holding, in the aggregate, over 40% of Ansys shares.

In addition, in September 2022, our Board Chair, our Nominating and Corporate Governance Committee Chair, and members of management, including our General Counsel and members of our Investor Relations team, engaged with a cross-section of stockholders to discuss ESG topics.

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

 

 

 

2023 Ansys Proxy Statement     9


CORPORATE RESPONSIBILITY

 

Strong governance is foundational to our ESG program, 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 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 the ESG Committee. The ESG Committee also has task teams to address specific topics such as environmental sustainability and human capital management. Task teams report to, and receive oversight from, the ESG Committee. The chairperson of the ESG Committee reports the committee’s progress to the CEO and to the Board on a quarterly basis.

Our ESG program has four pillars:

 

    Advancing sustainability through our products

 

    Investing in our people and ONE Ansys culture

 

    Operating responsibly

 

    Collaborating with stakeholders

Advancing sustainability through our products – At Ansys, we look for new and better ways to engineer what is 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.

 

    Sustainability Committee: In 2022, our sustainability committee created a strategy to continue to support our customers with their sustainability objectives such as helping customers reduce waste and physical prototyping, and improve circularity and development time. We continued to make progress on our ‘product handprint’ initiative to describe how Ansys simulation products help our customers with use cases focused on aerospace, digital twins, gas turbines, and semiconductors.

 

    Innovation: We make significant investments in research and development and emphasize frequent, integrated product releases. In 2022, our total research and development expense was $433.7 million.

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 employees 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. Our 2022 engagement
 

score remained steady compared to 2021, confirming that our employees continue to be highly engaged. Our scores exceeded the external norm across all dimensions of engagement that were measured with themes this year, that included: employees feeling valued and part of a team; employees empowered to excel; and trust in the future vision that leaders are creating. Employees are also satisfied with continued opportunities for learning and development.

 

    Employee Resource Groups (“ERGs”): In 2022, we continued to grow our ERGs to foster a culture of inclusion and belonging so employees of different backgrounds can see themselves thriving at Ansys. More than 1,000 individual employees engaged in one or more ERGs in 2022. Our ERG community includes: 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 responsibly – We strive 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:

 

    Carbon Reduction Target: In 2022, we announced a target to reduce our scope 1 and scope 2 emissions 15 percent by 2027 against our 2019 baseline. We have made progress against this goal and are continuing our efforts to meet the target.

 

    Employee Ethical Conduct Training: In 2022, 94% of new hires completed code of business conduct and ethics training, 94% completed anti-corruption training, 94% completed anti-harassment training, and 98% of all employees completed export training.

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.

 

    Materiality Assessment: We conducted an ESG materiality assessment as part of our ESG program. The assessment involved a series of interviews conducted by a third party with internal and external key stakeholders and online employee surveys deployed across main functional areas at Ansys.

 

    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 2022, Ansys donated nearly half a million dollars to these causes. Our philanthropic program also includes volunteer time off, which allows employees the opportunity to volunteer during working hours, and an employee match where Ansys matches a portion of the employees’ charitable contributions.
 

 

 

10     2023 Ansys Proxy Statement


  PROPOSAL 1

 

    Election of Three Class III Directors for Three-Year Terms

 

Our Board is divided into three classes and is currently comprised of three directors in Class I, four 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 2023 Annual Meeting, three Class III directors are nominated for re-election to serve until the annual meeting of stockholders in 2026 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 Ajei S. Gopal, Glenda M. Dorchak, and Robert M. Calderoni for election as Class III directors at the 2023 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. Gopal, Ms. Dorchak and Mr. Calderoni. 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 III DIRECTOR NOMINEES.

 

 

 

DIRECTOR CLASSES AS OF THE 2023 ANNUAL MEETING

 

     

 

Name

 

 

Age

 

 

Director Since

 

 

Class I – Term Expires 2024

 

     
Jim Frankola 58 2021
     
Alec D. Gallimore 59 2017
     
Ronald W. Hovsepian 62 2012

 

Class II – Term Expires 2025

 

     
Claire Bramley 45 2022
     
Anil Chakravarthy 55 2021
     
Barbara V. Scherer 67 2013
     
Ravi Vijayaraghavan 58 2020

 

Class III – Term Expires 2023

 

     
Ajei S. Gopal 61 2011
     
Glenda M. Dorchak 68 2018
     
Robert M. Calderoni 63 2020

 

 

2023 Ansys Proxy Statement     11


 

DIRECTOR DIVERSITY

 

 

 

Board Diversity Matrix (As of March 28, 2023)*

 

   
Total Number of Directors   10

 

    

 

       Female                 Male                 Non-Binary             Did not Disclose     

Gender

   
Part I: Gender Identity        
       
Directors   3   7    
   
Part II: Demographic Background        
       
African American or Black     1    
       
Alaskan Native or Native American        
       
Asian     3    
       
Hispanic or Latinx        
       
Native Hawaiian or Pacific Islander        
       
White   3   3    
       
Two or More Races or Ethnicities        
       
LGBTQ+        
       
Did not Disclose Demographic Background        

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

 

 

12     2023 Ansys Proxy Statement


 

DIRECTOR NOMINEES

 

 

LOGO

 

Robert M. Calderoni

 

Age 63

 

Independent

 

Director since 2020

 

Chair of Compensation Committee

 

Strategic Partnerships and Transactions Committee

 

     

 

Experience

Mr. Calderoni served as interim Chief Executive Officer and President of Citrix Systems, Inc., a multinational software company (“Citrix”), from 2021 to 2022, and also previously served in this position from 2015 to 2016. Mr. Calderoni also served as the Chairman of the Board of Directors of Citrix from 2019 to 2022 and previously served as Executive Chairman from 2015 to 2018. Prior to Citrix, Mr. Calderoni served as Chief Executive Officer of Ariba, Inc., a software and information technology services company (“Ariba”) from 2001 until it was acquired by SAP AG, a publicly-traded software and IT services company, in 2012, and then continued as Chief Executive Officer of Ariba following the acquisition until 2014. Mr. Calderoni also served as a member of the global managing board at SAP AG between 2012 and 2014 and as President of SAP Cloud from 2013 to 2014. Prior to Ariba, Mr. Calderoni held senior finance roles at Apple Inc. and International Business Machines Corporation (“IBM”) and served as Chief Financial Officer of Avery Dennison Corporation (“Avery Dennison”).

 

Qualifications

Mr. Calderoni’s qualifications to serve on, and make contributions to, the Board include his executive tenure at software and technology companies in Chief Executive Officer roles as well as his extensive experience as a Board member. Mr. Calderoni has led and scaled several high growth software companies and led their transition to the cloud.

 

Other Public Directorships

Mr. Calderoni currently serves as the Chairman (since 2022) and a member of the Board of Directors of KLA Corporation, a capital equipment company (2007-present). He previously served as the Chairman (2015-2022) and a member of the Board of Directors of Citrix (2014-2022). He also previously served as a member of the Board of Directors of LogMeIn, Inc., a software company (2017-2020) and Juniper Networks, Inc., a network cybersecurity company (2003-2019).

 

 

 

LOGO

 

Glenda Dorchak

 

Age 68

 

Independent

 

Director since 2018

 

Audit 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. 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).

 

 

 

2023 Ansys Proxy Statement     13


 

LOGO

 

Ajei S. Gopal

 

Age 61

 

Not Independent

 

Director since 2011

 

President and Chief Executive Officer of Ansys

     

 

Experience

Dr. Gopal has served as our President and Chief Executive Officer since 2017. In 2016, he served as our President and Chief Operating Officer. Dr. Gopal was appointed an independent director of the Board in 2011 and served in that capacity until his employment by the Company in 2016. From 2013 to 2016, Dr. Gopal was an operating partner at Silver Lake, a leading private equity technology investor. His employment at Silver Lake included a secondment as interim President and Chief Operating Officer at Symantec in 2016. From 2011 until 2013, he was Senior Vice President at Hewlett Packard Enterprise Company. Dr. Gopal was Executive Vice President at CA Technologies from 2006 until 2011. From 2004 to 2006, he worked at Symantec, where he served as Executive Vice President and Chief Technology Officer. Earlier, Dr. Gopal served as Chief Executive Officer and a member of the Board of Directors of ReefEdge Networks, a company he co-founded in 2000. He worked at IBM from 1991 to 2000, initially at IBM Research and later in IBM’s Software Group.

 

Qualifications

Dr. Gopal’s qualifications to serve on, and make contributions to, the Board include his position as our President and Chief Executive Officer and background in both technology and senior management of large software and technology companies, as well as his experience in global operations and business development.

 

Other Public Directorships

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

 

 

 

14     2023 Ansys Proxy Statement


 

CONTINUING DIRECTORS FOLLOWING THE 2023 ANNUAL MEETING

 

 

LOGO

 

Claire Bramley

 

Age 45

 

Independent

 

Director since 2022

 

Audit Committee

     

 

Experience

Ms. Bramley has served as Chief Financial Officer of Teradata Corporation (“Teradata”), a connected multi-cloud data platform for enterprise analytics company, since 2021. As a member of Teradata’s Executive Leadership Team, Ms. Bramley leads the finance, information technology, analytics and security, enterprise risk, operations, investor relations, and corporate development functions. Ms. Bramley also serves as an executive sponsor of Teradata’s environmental, social, and governance program. Prior to joining Teradata, for over ten years, Ms. Bramley held multiple leadership roles at HP, Inc. (“HP”), a multinational information technology company. At HP, she served as Global Controller from 2019 to 2021, as Head of Finance for the Europe, Middle East and Africa region from 2015 to 2018, in which position she also led the finance Mergers, Acquisition and Divestitures Organization that supported all mergers and acquisition activity across HP, and as Vice President, Corporate Financial Planning and Analysis from 2013 to 2015. Prior to HP, from 2005 to 2007, Ms. Bramley was Head of Financial Planning and Analysis at SSP Group Plc., a multinational contract foodservice company.

 

Qualifications

Ms. Bramley’s qualifications to serve on, and make contributions to, the Board include her extensive experience in leading large-scale fiscal and operational disciplines, driving financial and strategic planning, and managing complex mergers and acquisitions. In addition, she brings financial expertise to the Board as she has served in many leadership roles within a finance and accounting function, including as a current public company CFO, and previously in corporate controller and financial planning and analysis roles.

 

Other Public Directorships

None

 

 

 

LOGO

 

Anil Chakravarthy

 

Age 55

 

Independent

 

Director since 2021

 

Compensation Committee

     

 

Experience

Dr. Chakravarthy has served as President, Digital Experience at Adobe Inc. (“Adobe”), a software company, since 2022. He previously served as Executive Vice President and General Manager, Digital Experience at Adobe from 2020 to 2022. 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

 

 

 

2023 Ansys Proxy Statement     15


 

LOGO

 

Jim Frankola

 

Age 58

 

Independent

 

Director since 2021

 

Chair of the Audit Committee

 

     

 

Experience

Mr. Frankola served as the Chief Financial Officer of Cloudera, Inc., an enterprise data cloud company (“Cloudera”), from 2012 until 2021, and 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 59

 

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     2023 Ansys Proxy Statement


 

LOGO

 

Ronald W. Hovsepian

 

Age 62

 

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).

 

 

 

LOGO

 

Barbara V. Scherer

 

Age 67

 

Independent

 

Director since 2013

 

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.

 

 

 

2023 Ansys Proxy Statement     17


 

LOGO

 

Ravi Vijayaraghavan

 

Age 58

 

Independent

 

Director since 2020

 

Compensation Committee

 

Chair of Nominating and Corporate Governance Committee

 

Strategic Partnerships and Transactions Committee

 

     

 

Experience

Mr. Vijayaraghavan has been a senior partner at Bain & Company, Inc. (“Bain”), a leading management consulting firm, since 2001. He has held multiple senior roles with Bain, including his current position as Director and Head of the Asia-Pacific Technology Practice since 2019. From 2015 to 2020 Mr. Vijayaraghavan served on Bain’s Global Partner Compensation and Promotion Committee. Mr. Vijayaraghavan started his career with Bain in 1995 and is an expert and leader in Bain’s Mergers & Acquisitions and Private Equity practices. He has successfully led global client relationships in technology and telecommunications, and the establishment of Bain’s Asia-Pacific technology practice. His experience spans a broad range of technology markets (including software, hardware, semiconductors, and services) as well as mobile and fixed telecommunications operations across geographies in North America, Europe and Asia. He previously served as a member of the board of overseers for WGBH, a Boston based public broadcaster, and as a member of the board of the Singapore Land Authority.

 

Qualifications

Mr. Vijayaraghavan’s qualifications to serve on, and make contributions to, the Board include his expertise in setting and executing on corporate strategic agendas to drive sustained organic and M&A-led growth at technology and telecommunications companies.

 

Other Public Directorships

None

 

 

 

18     2023 Ansys Proxy Statement


 

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 Ms. Bramley, 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”). 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

confirm 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 corporate responsibility program including the Company’s policies and practices regarding the ESG program, matters and initiatives.

Details on the activities and responsibilities of the Board’s committees are discussed later in this proxy statement. In summary, the Board provides risk oversight 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, diversity and inclusion, and corporate culture (collectively, “Human Capital Management”);

 

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

 

 

2023 Ansys Proxy Statement     19


  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”), which was most recently reviewed and updated in December 2022. 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 was, is, or will be a participant and the amount involved exceeds $120,000, and in which any of the following persons had, has, or will have a direct or indirect material interest:

 

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

 

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

 

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

 

  any entity which is controlled by someone listed above.

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 potential Related Party 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: the benefit to Ansys; the impact on a director’s or director nominee’s independence; 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 transaction; required disclosures; 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 2022 or 2023 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 allows our independent directors to 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, 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 management and the Board, and leads the Board’s consideration of governance matters. The Nominating and Corporate Governance Committee periodically reviews the

 

 

 

20     2023 Ansys Proxy Statement


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 2022 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, corporate governance matters, and other pertinent topics.

Director Over-Boarding Policy

The Company limits the number of additional directorships that a director may hold. Pursuant to our Corporate Governance Guidelines, directors are not permitted to serve on the boards of more than four other public companies in addition to the Company’s Board; provided that any director who is employed as a chief executive officer of a public company is not permitted to serve on the boards of more than two other public companies in addition to the Company’s Board. Under the policy, a director should advise the Chairman of the Board in advance of accepting an invitation to serve on another public or private company board, in order to confirm that no actual or potential conflict exists.

Board Meetings and Attendance

Our Board held 7 meetings during 2022. Each of our directors attended at least 75% of all the 2022 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 2022, 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    Mr. Frankola
   

Members

  

Ms. Bramley

  

Ms. Dorchak

  

Dr. Gallimore

  

Ms. Scherer

   

Meetings Held in 2022

  

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. Bramley, Mr. Frankola and Ms. Scherer 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

  

Mr. Hovsepian

  

Mr. Vijayaraghavan

   

Meetings Held in 2022

  

7

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.

 

 

 

2023 Ansys Proxy Statement     21


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;

 

  Producing an annual report on executive compensation for inclusion in the Company’s proxy statement;

 

  Developing and implementing compensation policies and plans that are appropriate for the Company, provide incentives designed to achieve the Company’s long-term strategic plan, are consistent with the culture of the Company and further the overall goal of building stockholder value;

 

  Overseeing the Company’s practices and policies related to Human Capital Management and succession planning for the CEO and other senior executive officers; and

 

  Delegating authority to one or more subcommittees, other Board members or Company officers when appropriate and permitted under applicable law, rules and regulations.

For more information about the role of the Compensation Committee, executives officers and compensation consultants in determining the amount and form of director and executive compensation see the Compensation Discussion and Analysis section of the Proxy.

Nominating and Corporate Governance Committee

 

   
Chair    Mr. Vijayaraghavan
   

Members

  

Ms. Dorchak

  

Mr. Hovsepian

   

Meetings Held in 2022

  

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;

 

  Evaluating whether any position held or proposed to be held by any director represents or would represent a conflict-of-interest with such director’s membership on the Company’s Board or any committee thereof;
  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 ESG program, matters and initiatives, including risks and opportunities related to climate change.

Strategic Partnerships and Transactions Committee

 

   
Chair    Mr. Hovsepian
   

Members

  

Mr. Calderoni

  

Ms. Dorchak

  

Mr. Vijayaraghavan

   

Meetings Held in 2022

  

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.

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 election to the Board should follow the procedures described under “Stockholder Proposals and Nominations for the 2024 Annual Meeting” in this proxy statement.

 

 

 

22     2023 Ansys Proxy Statement


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.

The process described above was followed with respect to the identification and evaluation of Ms. Bramley as a director candidate in 2022. Ms. Bramley was first introduced to the Nominating and Corporate Governance Committee as a potential nominee by a third-party search firm engaged by the committee.

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 serve 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 2022 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. Of the nine directors serving at the time of our 2022 annual meeting, six attended such meeting.

 

 

 

2023 Ansys Proxy Statement     23


 

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 as directors with other Company business, such as meeting with investors and 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.

Cash Compensation

In February 2022 the Compensation Committee recommended that the Board approve, and in March 2022 the Board approved, the following cash fees for our non-employee directors effective on January 1, 2022:

 

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

And, in addition to the cash fee retainer above:

 

  $100,000 per year for service as the Chairman of the Board;

 

  $40,000 per year for service as Chair of the Audit Committee;

 

  $35,000 per year for service as Chair of the Compensation Committee;

 

  $20,000 per year for service as Chair of the Nominating and Corporate Governance Committee;

 

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

 

  $15,000 per year for service as a member of the Audit Committee or of the Compensation Committee (not including the committee chairs); and

 

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

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

Immediately following the annual meeting of stockholders in 2022, each then-serving non-employee director was granted a Restricted Stock Unit (“RSU”) award having a value of $300,000. In connection with Mr. Hovsepian’s strong leadership of and service to the Board, for 2022, the Board approved a grant of RSUs having a value of $350,000 to Mr. Hovsepian rather than the $300,000 in RSUs awarded to other directors. In addition, on December 15, 2022, Ms. Bramley received a prorated annual RSU award in connection with her election to the Board on such date.

The annual RSU awards will generally 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 is 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

 

 

 

24     2023 Ansys Proxy Statement


tenure as a member of our Board. New Board members have five years to attain this minimum stock ownership level. In 2022, 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.

 

 

 

DIRECTOR COMPENSATION TABLE FISCAL YEAR 2022

 

       
Name (1)

Fees Earned or

 Paid in Cash ($) 

Stock
 Awards ($) 
(2)(3) 

Total

($)

     
Claire Bramley $2,475 $121,783 $124,258
     
Robert M. Calderoni $80,000 $281,300 $361,300
     
Anil Chakravarthy $55,000 $281,300   $336,300  
     
Glenda Dorchak $69,175 $281,300 $350,475
     
Jim Frankola $56,125 $281,300 $337,425
     
Alec D. Gallimore $55,000 $281,300 $336,300
     
Ronald W. Hovsepian $175,000 $328,141 $503,141
     
Barbara V. Scherer $78,875 $281,300 $360,175
     
Ravi Vijayaraghavan $80,000 $281,300 $361,300

(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 2022 is detailed in the “Fiscal 2022 Compensation Tables” section of this proxy statement. Ms. Bramley commenced service as a director on December 15, 2022.

(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” (“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 realized by the non-employee directors.

(3) Except for Mr. Hovsepian and Ms. Bramley, all other directors listed in the table received an annual equity award of 1,105 RSUs on May 13, 2022. Mr. Hovsepian received an annual equity award of 1,289 RSUs on May 13, 2022. Ms. Bramley received a prorated annual RSU award of 491 RSUs on December 15, 2022 in connection with her election to the Board on such date. As of December 31, 2022, the number of RSUs held by each director was as follows: Ms. Bramley, 491; Mr. Calderoni, 1,105; Dr. Chakravarthy, 1,105; Ms. Dorchak, 1,105; Mr. Frankola, 1,105; Dr. Gallimore, 1,105; Mr. Hovespian, 1,289; Ms. Scherer, 1,105; and Mr. Vijayaraghavan, 1,105.

 

  PROPOSAL 2

 

Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2023

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, 2023. During the fiscal year ended December 31, 2022, 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 2023 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, 2023. 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 2023 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 2023.

 

 

 

2023 Ansys Proxy Statement     25


 

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 2022, 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, 2022 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 2023.

Audit Committee

Jim Frankola, Chair

Claire Bramley

Glenda Dorchak

Alec D. Gallimore

Barbara V. Scherer

 

 

26     2023 Ansys Proxy Statement


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, 2022 and 2021, including the reviews of the financial statements included in our Form 10-Q filings and general accounting consultations.

 

     
  

 

   2022    2021
     
Audit fees    $1,270,000    $1,137,079
     
Audit-related fees    $591,618    $1,217,210
     
Tax fees    $717,597    $879,639
     
All other fees    $0    $0
     
Total    $2,579,215    $3,233,928

“Audit fees” in 2022 and 2021 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 2022 and 2021 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 2022 and 2021 consisted of fees billed for tax compliance, consultation and planning services. Tax fees in 2022 did not exceed aggregate audit and audit-related fees paid to Deloitte & Touche LLP, and $576,450 of the tax fees incurred in 2022 related to tax return preparation 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.

All of the services described above related to audit fees, audit-related fees, and tax fees performed by Deloitte & Touche LLP in 2022 and 2021 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.

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.

 

 

 

2023 Ansys Proxy Statement     27


  PROPOSAL 3

 

    Advisory Approval of the Compensation of Our Named Executive Officers

As required by Section 14A of the Exchange Act, 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. At our 2017 annual meeting, our stockholders voted to hold an advisory vote on the compensation of our named executive officers on an annual basis and we have submitted an advisory vote on the compensation of our named executive officers to our stockholders at each annual meeting since that time. Subject to this year’s advisory approval of the frequency of the advisory approval of the compensation of our named executive officers (Proposal 4), we anticipate continuing to hold an advisory vote on the compensation of our named executive officers on an annual basis (with the next one occurring in 2024).

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 2023 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 2023 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.

 

 

 

28     2023 Ansys Proxy Statement


 

OUR EXECUTIVE OFFICERS

 

The following table identifies certain information about our executive officers as of March 28, 2023.

 

     
Name    Age    Title
     
Ajei S. Gopal    61    President and Chief Executive Officer
     
Nicole Anasenes    49    Senior Vice President and Chief Financial Officer
     
Shane Emswiler    48    Senior Vice President, Products
     
Walt Hearn    43    Senior Vice President of Worldwide Sales and Customer Excellence
     
Janet Lee    59    Senior Vice President, General Counsel and Secretary

Ajei S. Gopal Biographical information for Dr. Gopal is set forth in “Proposal 1: Election of Three Class III Directors for Three-Year Terms– Director Nominees.”

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.

Walt Hearn has served as Ansys’ Senior Vice President, Worldwide Sales & Customer Excellence since February 2023 and previously served as Vice President, Worldwide Sales & Customer Excellence from 2022 to 2023. From 2019 to 2022, he was Ansys’ Vice President of Sales, America & Israel. From 2007 to 2018, Walt held various positions within Ansys including Area Director, Regional Sales Director, and Account Manager.

Janet Lee has served as Ansys’ Senior Vice President, General Counsel and Secretary since February 2023 and previously served as Vice President, General Counsel and Secretary from 2017 to 2023. 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.

 

 

 

2023 Ansys Proxy Statement     29


 

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, 2022 are:

 

  Ajei S. Gopal, President and Chief Executive Officer;

 

  Nicole Anasenes, Senior Vice President and Chief Financial Officer;

 

  Shane Emswiler, Senior Vice President, Products;

 

  Janet Lee, Senior Vice President, General Counsel and Secretary; and

 

  Richard Mahoney, Former Senior Vice President of Worldwide Sales and Customer Excellence.

Ms. Lee was promoted to senior vice president in 2023. Information regarding her compensation throughout 2022 reflects her prior position as vice president.

Mr. Mahoney voluntarily departed from the Company effective May 5, 2022.

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 2022 Financial Highlights

We reported GAAP revenue of $2,065.6 million for the year ended December 31, 2022, an increase of 8% in reported currency and 14% in constant currency*, when compared to the year ended December 31, 2021. We also reported non-GAAP revenue* of $2,072.9 million for the year ended December 31, 2022, an increase of 7% in reported currency and 13% in constant currency, when compared to the year ended December 31, 2021. We reported GAAP diluted earnings per share of $5.99 for fiscal 2022 compared to $5.16 for fiscal 2021. Non-GAAP diluted earnings per share was $7.99* for fiscal 2022 compared with $7.37* for fiscal 2021. ACV was $2,031.7 million*, an increase of 9% in reported currency and 14% in constant currency when compared to fiscal 2021. GAAP operating margin was 28.7% and non-GAAP operating margin was 42.0%* and deferred revenue and backlog was $1,416.8 million at December 31, 2022, an increase of 13% over December 31, 2021. Financial results included operating cash flow of $631.0 million for 2022 compared to $549.5 million for 2021.

2022 Say-on-Pay Vote

Approximately 88% of our stockholders voting on the 2022 Say-on-Pay proposal approved the compensation of our named executive officers at our 2022 annual meeting. The Compensation Committee considered the results of the 2022 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.

 

 

* Non-GAAP revenue, non-GAAP diluted earnings per share, non-GAAP operating margin and constant currency are non-GAAP measures. For additional information on non-GAAP revenue, 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 Regular-Cycle 2022 PSU Awards” in this proxy statement.

 

 

30     2023 Ansys Proxy Statement


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 payments and 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 payments and benefits    
     
LOGO   Stock ownership guidelines for directors and senior management        LOGO    No repricing or replacing of underwater options without stockholder approval    
     
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 equity 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                  

 

 

2023 Ansys Proxy Statement     31


Our 2022 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 2022 executive compensation program.

 

     
Equity    

Performance-Based Restricted Stock

Units (PSUs)

 

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

 

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

 

  Operating Metric PSUs: Objective performance measure based on ACV and adjusted operating cash flow measured over three consecutive one-year performance periods

 

  Generally vest at the end of the third one-year performance period, contingent upon continued employment through the end of such period

 

 

 

Time-Based Restricted Stock Units (RSUs)

 

 

  Generally vest ratably over a three-year period while employed

     

Cash

 

 

 

Base Salary

 

 

  Generally eligible for increases annually

  Performance Bonus  

 

  Target performance bonus ranges from 60% to 150% of a named executive officer’s base 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 for such program 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 periodically reviews its independent executive compensation consulting firm, and also verifies annually the independence of any firm used to provide such support. The Compensation Committee directly engaged Compensia to conduct an executive compensation market analysis and review of our short-term cash and long-term equity incentive practices to confirm they align with market practices. Compensia reviewed and advised on all principal aspects of our 2022 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 confirming 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 reviewing director compensation, including the competitiveness of our director compensation program;

 

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

 

  Assisting in the risk assessment of our compensation program; and

 

  Assisting with the pay versus performance analysis.

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 2022 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

 

 

 

32     2023 Ansys Proxy Statement


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 such goals and objectives, 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.

For 2022, 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 a competitive market analysis prepared by 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. In July 2021, Compensia conducted a formal review of our peer group for 2022. Based on the analysis, two companies were removed from our peer group (Aspen Technology, Inc. and Guidewire Software, Inc.) and four companies were added to our peer group (DocuSign, Inc., HubSpot, Inc., Twilio Inc. and VMware, Inc.).

Peer company selection criteria 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 to 2.5x our revenue); and

 

  Comparable market capitalization (0.3x to 3.0x our market capitalization).

Following the application of this selection criteria, the list of companies was refined 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 2022 compensation consisted of the following companies:

 

 

 

2022 Peer Group

 

   
Akamai Technologies, Inc.   ServiceNow, Inc.
   
Autodesk, Inc.   Splunk Inc.
   
Cadence Design Systems, Inc.   Synopsis, Inc.
   
Citrix Systems Inc.   Twilio Inc.
   
DocuSign, Inc.   Tyler Technologies, Inc
   
HubSpot, Inc.   Veeva Systems, Inc.
   
Nuance Communication   Verisign, Inc
   
Paycom Software, Inc.   VMware, Inc.
   
PTC Inc.   Workday, Inc.

We ranked at the 41st percentile on revenue, 49th percentile on 30-day average market cap, 25th percentile on number of employees and 95th percentile on operating margin within this group when Compensia conducted the analysis in August 2021.

Components of Compensation Program and Fiscal 2022 Compensation

Our executive compensation program consists of the following principal components:

 

  Base salary;

 

  Performance-based cash bonus;

 

  Performance-based and time-based equity awards in the form of PSUs and RSUs; and

 

  Severance and change in control-related payments and 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 also include an element of reward for non-quantitative achievements demonstrated by our executives in the actions and decisions they make throughout the year.

The allocation of an executive officer’s compensation among each of the compensation components is based on the Compensation Committee’s evaluation of a competitive market analysis, 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.

 

 

 

2023 Ansys Proxy Statement     33


The charts below show the pay mix of our CEO and other NEOs (excluding Mr. Mahoney)* for 2022:

 

LOGO

* Mr. Mahoney is not included in the “Other NEOs” graphic above due to his voluntary departure from Ansys on May 5, 2022.

 

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.

2022 Base Salaries

The table below sets forth the 2022 annual base salaries for our named executive officers:

Named Executive Officer    2022 Base 
Salary
 

%
 Increase 

from

2021

     
Ajei S. Gopal   $850,000   3.0%
     
Nicole Anasenes   $456,187   3.0%
     
Shane Emswiler   $391,703   3.0%
     
Janet Lee   $375,000   7.4%
     
Richard Mahoney*   $428,930   3.0%

* Mr. Mahoney voluntarily departed from the Company effective May 5, 2022.

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. Ms. Lee’s 2022 base salary increase was intended to bring her salary more in line with the 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

 

 

 

34     2023 Ansys Proxy Statement


year and achievement of individual performance results, which are considered on a qualitative basis. At the beginning of 2022, 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 2022. 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.

 

 
2022 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%
 
2022 Annual Incentive Plan: Financial Metric
 
Non-GAAP Revenue Performance ($ in millions)
       
Achievement
Level
      Amount        +/-Target       

Payout as % of     

Target     

       
Maximum   $2,282.5   110%   200%
       
Target   $2,075.0   100%   100%
       
Threshold   $1,867.5   90%   50%
 
Non-GAAP Operating Income Performance ($ in millions)
       
Achievement
Level
      Amount        +/-Target       

Payout as % of     

Target     

       
Maximum   $946.9   110%   200%
       
Target   $860.8   100%   100%
       
Threshold   $774.7   90%   50%

* Performance ranges from 0 to 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, 2022, 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 closed prior to 2022. 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, 2022 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 closed prior to 2022, (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 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 metrics that are established at the beginning of the fiscal year. The Compensation Committee reviews and approves the CEO’s qualitative metrics, which are aimed at implementing the Company’s strategic objectives. The CEO then leads a discussion with the Compensation Committee about the qualitative metrics 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 metrics are challenging, yet attainable. Due to their long-term strategic nature, and for competitive harm reasons, we do not disclose details of the goals tied to the individual metrics or actual results. We believe that the threshold individual goals have been established at levels that should be appropriately difficult to attain, and that the target individual goals will require considerable and increasing collective effort on the part of our employees, including our NEOs, to achieve. Achievement of the maximum individual goals are considered to be stretch goals given current market conditions. In the past three years, individual performance metric results have averaged 165% in 2022, 184% in 2021, and 163% in 2020 for our NEOs. For the named executive officers, the qualitative metrics for 2022 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.

 

 

 

2023 Ansys Proxy Statement     35


2022 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

2022
Target
Bonus as
% of

Salary

2022 Target
Cash Bonus
Opportunity*
Ajei S. Gopal 150% $1,265,625
Nicole Anasenes 75% $339,649
Shane Emswiler 75% $291,638
Janet Lee 60% $221,105
Richard Mahoney 100% $425,807

* Except for Mr. Mahoney, amounts shown relate to base earnings for 2022 as shown in the Salary column of the 2022 Summary Compensation Table. Mr. Mahoney’s 2022 Target Cash Bonus Opportunity relates to his 2022 annualized earned salary had he not voluntarily departed the Company on May 5, 2022.

2022 Actual Performance Based Cash Bonus Payments

We achieved the following results as it relates to the 2022 Performance Based Cash Bonus metrics:

 

 
2022 Executive Incentive Plan: Metrics
 
Non-GAAP Revenue Performance ($ in millions)
     
Target Amount    Achievement
Amount
   +/- Target
     
$2,075.0    $2,173.6    104.8%
 
Non-GAAP Operating Income Performance ($ in millions)
     
Target Amount    Achievement
Amount
   +/- Target
     
$860.8    $931.3    108.2%
 

 

 

36     2023 Ansys Proxy Statement


The calculations used to determine the 2022 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 S. Gopal Non-GAAP Revenue 42.5% 104.8% 147.5% 62.7% 164.7%
Non-GAAP Operating Income 42.5% 108.2% 181.9% 77.3%
Individual 15.0% * 164.7% 24.7%
Nicole Anasenes Non-GAAP Revenue 37.5% 104.8% 147.5% 55.3% 164.8%
Non-GAAP Operating Income 37.5% 108.2% 181.9% 68.2%
Individual 25.0% * 165.0% 41.3%
Shane Emswiler Non-GAAP Revenue 37.5% 104.8% 147.5% 55.3% 164.8%
Non-GAAP Operating Income 37.5% 108.2% 181.9% 68.2%
Individual 25.0% * 165.0% 41.3%
Janet Lee Non-GAAP Revenue 37.5% 104.8% 147.5% 55.3% 164.8%
Non-GAAP Operating Income 37.5% 108.2% 181.9% 68.2%
Individual 25.0% * 165.0% 41.3%
Richard Mahoney Non-GAAP Revenue 37.5% 104.8% –% –% –%
Non-GAAP Operating Income 37.5% 108.2% –% –% –%
Individual 25.0% –% –% –%

* After a review of each NEO’s performance in 2022, the Compensation Committee approved each NEO’s achievement level based on their individual performance relative to their functional position goals and other factors.

** In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive any 2022 Performance Based Cash Bonus payout.

 

 

2023 Ansys Proxy Statement     37


As a result of individual performance results reflected above, the Compensation Committee awarded cash bonuses in the following amounts:

 

       
Named Executive
Officer
2022 Cash 
Bonus
Paid
2022 Cash
Bonus Paid
as
% of Salary* 
2022 Cash
Bonus Paid
as
% of Target*
     
Ajei S. Gopal $2,084,485 247.1% 164.7%
     
Nicole Anasenes $559,656 123.6% 164.8%
     
Shane Emswiler $480,547 123.6% 164.8%
     
Janet Lee $364,326 98.9% 164.8%
     
Richard Mahoney $— N/A N/A

* Rounded to the nearest tenth percent. Amounts shown relate to base earnings for 2022 as shown in the Salary column of the 2022 Summary Compensation Table.

In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive any 2022 Performance Based Cash Bonus payout.

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, adjusted operating cash flow, 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 2022 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 helps retain our valued executive officers.

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 equal amounts of regular-cycle PSU (measured at a target award level) and RSU awards for 2022. 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. 20% of the PSUs are based on a performance metric measured against the Company’s three-year relative TSR (the “TSR PSUs”) and 80% of the PSUs are based on metrics related to the Company’s financial performance (the “Operating Metric PSUs”).

In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited all of his outstanding unvested equity awards, including the 2022, 2021 and 2020 PSUs, 2022 RSUs, and 2019 Special PSUs described below.

Performance Metrics for Regular-Cycle 2022 PSU Awards

For the 2022 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, 2024. 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, 2022) and the return of the 10-trading day average price at the end of the relevant period (December 31, 2024). The 2022 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 our TSR and will be reduced to zero percent if the return of the Index exceeds our TSR by more than twenty-five percentage points. If we have 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 our TSR exceeds the return of the Index, up to a maximum of two hundred percent (200%) of the target award.

 

 

 

38     2023 Ansys Proxy Statement


For purposes of illustration, the performance assessment is as follows:

 

       

Sample

Ansys Total

Stockholder

Return

Sample

Performance

 Measurement

Index

Difference

between

Sample

Ansys TSR

and Index

2022

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 2022 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 2022 sub-performance period of the 2020, 2021, and 2022 Operating Metric PSUs, the Compensation Committee selected ACV and adjusted cash flow, 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 subscription 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, 2022 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, 2022, and then adjusted to reflect results at planned foreign currency exchange rates.

 

 

The goals for the 2022 sub-performance period within each of the 2020, 2021 and 2022 Operating Metric PSUs are based on the attainment of adjusted ACV and the attainment of adjusted operating cash flow 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)

 

 

< 1,920.0

 

 

1,939.2

 

 

1,959.4

 

 

1,979.6

 

 

1,999.8

 

 

2,020.0

 

 

2,031.3

 

 

2,042.7

 

 

2,054.0

 

 

2,088.0

 

 

2,105.0

 

  Adjusted  

Operating

Cash Flow

  ($ in millions)  

 

$622.9 

 

0%

 

70%

 

85%

 

100%

 

125%

 

150%

 

175%

 

175%

 

175%

 

200%

 

200%

 

$601.5 

 

0%

 

55%

 

70%

 

85%

 

100%

 

125%

 

150%

 

175%

 

175%

 

200%

 

200%

 

$580.0 

 

0%

 

40%

 

55%

 

70%

 

85%

 

100%

 

125%

 

150%

 

175%

 

200%

 

200%

 

$558.5 

 

0%

 

36%

 

50%

 

63%

 

77%

 

90%

 

125%

 

150%

 

175%

 

200%

 

200%

 

$537.1 

 

0%

 

32%

 

44%

 

56%

 

68%

 

80%

 

112%

 

135%

 

175%

 

200%

 

200%

 

$515.6 

 

0%

 

24%

 

33%

 

42%

 

51%

 

60%

 

100%

 

120%

 

157%

 

180%

 

200%

 

$494.2 

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

140%

 

160%

 

180%

 

<$494.2 

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

0%

 

 

2023 Ansys Proxy Statement     39


2022 PSU Awards

Each named executive officer received 50% of their target long-term equity compensation in the form of PSUs, 80% of which are Operating Metric PSUs and 20% of which are TSR PSUs as described above.

 

     
Named Executive Officer    # of RSUs
  Received  
in 2022
   # of PSUs
Received
in 2022
(at target)
     
Ajei S. Gopal    32,792    32,791
     
Nicole Anasenes    8,119    8,118
     
Shane Emswiler    8,119    8,118
     
Janet Lee    3,903    3,903
     
Richard Mahoney    8,119    8,118

TSR Metric

As described above, the 2022 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, 2024.

Operating Metric

In 2022, we achieved adjusted ACV of $2,120.0 million and adjusted operating cash flow of $675.2 million resulting in a payout at 200% of target for the 2022 sub-performance period for each of the 2022, 2021 and 2020 Operating Metric PSUs. In the case of the 2022 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.

2022 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.

2020 and 2021 PSU Awards

TSR Metric

The 2020 TSR PSUs were paid out following the end of a three-year period ended December 31, 2022. 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, 2020) and the return of the 10-trading day average price at the end of the performance period (December 31, 2022). For the 2020 TSR PSUs, the results were as follows:

 

       
  

 

   Beginning  
Average  
   Ending
Average
   Result
     
Ansys TSR    $256.98    $238.79    (7.08)%
     
Index TSR    $8,930.94    $10,499.30    17.56%

Under the terms of the award, the target award is reduced by three percentage points for each percentage point by which the return of the Index exceeds our TSR and is reduced to zero percent if the return of the Index exceeds

our TSR by twenty-five percentage points or more. For the three-year period ended December 31, 2022, the Company’s TSR underperformed the Index by 24.6 percentage points, resulting in a payout of 26.0% of target for the 2020 TSR PSUs.

This resulted in the following share payouts to our NEOs:

 

   
Named Executive Officer   

Number of Shares of

Common Stock

   

Ajei S. Gopal

  

1,166

   

Nicole Anasenes*

  

N/A

   

Shane Emswiler

  

289

   

Janet Lee

  

149

   

Richard Mahoney**

  

N/A

* Ms. Anasenes was not an employee at the time the 2020 TSR PSUs were granted.

** In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive the 2020 TSR PSU payout in 2022.

The 2021 TSR PSUs measure our TSR as compared to the Index at the end of a three-year period ending December 31, 2023 and will pay out, if earned, following the end of that period.

Operating Metric

Under the terms of the 2020 Operating Metric PSUs, the 2022 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 S. Gopal

  

28,895

   

Nicole Anasenes*

  

N/A

   

Shane Emswiler

  

7,165

   

Janet Lee

  

3,829

   

Richard Mahoney**

  

N/A

* Ms. Anasenes was not an employee at the time the 2020 Operating Metric PSUs were granted.

** In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive the 2020 Operating Metric PSU payout in 2022.

For the 2021 Operating Metric PSU awards, the 2022 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 be earned on December 31, 2023, contingent upon the named executive officer’s continued employment through such date and certification of the performance results.

2019 Special PSU Awards

As described in our 2020 proxy statement, in November 2019 the Compensation Committee approved a long-term PSU grant (“Special PSUs”) to a group of key executives including Dr. Gopal, Mr. Emswiler and Mr. Mahoney. In December 2020, in connection with Ms. Anasenes joining the Company’s management team as Senior Vice President, Ms. Anasenes also received a Special PSUs grant.

 

 

 

40     2023 Ansys Proxy Statement


The size of the target award granted to each of these executives was as follows:

 

     
  Executive   Target Award
(dollar value at
grant)
  Target Award
(number of
shares)
  Ajei S. Gopal   $7.3 million   31,638
  Nicole Anasenes   $2.1 million   6,090
  Shane Emswiler   $3.1 million   13,559
  Richard Mahoney   $3.1 million   13,559

A three-step process determined final payouts for these awards. First, the number of Special PSUs to be earned was based on achievement of 2022 reported ACV. Second, any payout based on ACV was subject to downward adjustment based on the three-year average reported non-GAAP operating margin. Third, any payout percentage based on the first two steps was further subject to upward or downward adjustment based on certain individual performance criteria.

In the first payout determination step, the preliminary achievement percentage was calculated based on our 2022 reported ACV as compared to the scale below. In 2022, we achieved reported ACV of $2,031.7 million, resulting in an initial percentage of 107.9% of the target number of Special PSUs being earned.

 

   
ACV Year Ended
(December 31, 2022)
Initial Number of
Earned Special PSUs
(as percentage of
Target Award)
   

<$ 1.80 billion

0%

   

$1.80 billion

50%

   

$2.00 billion

100%

   

$2.20 billion

150%

In the second payout determination step, the initial percentage of the earned target number of Special PSUs was subject to downward adjustment based on the three-year average reported non-GAAP operating margin. This modifier only applied if the three-year average non-GAAP operating margin percentage as reported in our public filings for 2020, 2021 and 2022 was less than 40%, based on the scale below. Our three-year average non-GAAP operating margin percentage was 42%, therefore, no modifier was applied.

 

   
Non-GAAP Operating
Margin
   Modifier
   

40%

  

100%

   

39%

  

95%

   

38%

  

90%

   

37%

  

85%

   

36%

  

80%

   

35%

  

75%

   

< 35%

  

0%

In the third payout determination step the Compensation Committee considered certain individual qualitative factors in the areas of sales and marketing, product and

research and development and human capital management to further adjust the payout amount upwards by 10%.

Based on the three determination steps above, the following shares were paid out in connection with the Special PSUs:

 

     

  Named Executive

  Officer

Percentage of
Target Award
Earned
Number of Shares
of Common
Stock
  Ajei S. Gopal 118.7% 37,554
  Nicole Anasenes 118.7% 7,228
  Shane Emswiler 118.7% 16,094
  Richard Mahoney* N/A N/A

* In connection with his voluntary departure on May 5, 2022, Mr. Mahoney forfeited his right to receive the Special PSUs payout in 2022.

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, 2022, each of the named executive officers was in compliance with our stock ownership guidelines or was on track to do so by the end of the applicable five-year period. The Board most recently reviewed these guidelines as of October 2022, and no changes were made.

 

 

 

2023 Ansys Proxy Statement     41


 
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. We expect in 2023 to review and revise our policies in connection with final rules regarding recovery of erroneously awarded compensation as promulgated by the SEC and Nasdaq in 2022 and 2023, respectively.

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 named executive officers, 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 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.

 

 

 

42     2023 Ansys Proxy Statement


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

In 2010, we adopted the ANSYS, Inc. Executive Severance Plan, which was amended in 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.

 

 

 

2023 Ansys Proxy Statement     43


 

COMPENSATION COMMITTEE REPORT

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the year ended December 31, 2022 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 2023 Annual Meeting and be incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the Securities and Exchange Commission.

Compensation Committee

Robert M. Calderoni, Chair

Anil Chakravarthy

Ronald W. Hovsepian

Ravi 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 judgment 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.

 

  We maintain anti-hedging and anti-pledging policies.

 

  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.
 

 

 

44     2023 Ansys Proxy Statement


 

FISCAL 2022 COMPENSATION TABLES

 

2022 SUMMARY COMPENSATION TABLE
Name and Principal
Position
     Year      Salary ($)   Bonus ($) (1)  

Stock

Awards ($) (2)

 

Non-Equity

Incentive

Plan
Compensation ($) (3)

 

All

Other
Compensation
($) (4)

  Total
Ajei S. Gopal, President and Chief Executive Officer   2022   $843,750   $312,609   $18,915,491   $1,771,876   $28,772   $21,872,498
  2021   $825,000   $309,375   $15,431,959   $1,666,345   $27,955   $18,260,634
  2020   $818,750   $247,500   $12,276,512   $719,483   $27,288   $14,089,533
Nicole Anasenes, Senior Vice President and Chief Financial Officer   2022   $452,865   $140,275   $4,190,965   $419,381   $28,772   $5,232,258
  2021   $439,675   $164,878   $2,495,961   $470,150   $27,705   $3,598,369
  2020   $74,439     $4,449,571     $538   $4,524,548
                           
Shane Emswiler, Senior Vice President, Products   2022   $388,851   $120,447   $4,784,231   $360,100   $11,987   $5,665,616
  2021   $366,480   $103,072   $4,341,080   $391,882   $11,650   $5,214,164
  2020   $312,995   $91,417   $2,939,182   $185,028   $10,833   $3,539,455
Janet Lee,
Senior Vice President, General Counsel and Secretary
  2022   $368,509   $91,316   $2,231,789   $273,010   $28,772   $2,993,396
  2021   $346,495   $77,961   $2,034,172   $296,409   $27,493   $2,782,530
  2020   $336,402   $63,538   $1,784,660   $154,321   $27,288   $2,366,209
                           
Richard Mahoney, Former Senior Vice President, Worldwide Sales and Customer Excellence   2022   $147,002   $–   $4,833,564   $–   $11,987   $4,992,553
  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
                           

(1) Reflects the portion of the total Performance Based Cash Bonus paid to the named executive officers for 2022 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 and 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 2022 Form 10-K.

In the event of maximum payout, the aggregate grant date fair values for the PSUs reflected in the 2022 rows of this column would be:

 

Name    2022 TSR
PSU Award
   2022 Operating Metric
PSU Award –
2022 Tranche
   2021 Operating Metric
PSU Award –
2022 Tranche
   2020 Operating Metric
PSU Award –
2022 Tranche
       
Ajei S. Gopal    $3,947,129    $5,530,405    $3,828,401    $3,784,760
       
Nicole Anasenes    $976,851    $1,369,319    $900,652    N/A
       
Shane Emswiler    $976,851    $1,369,319    $1,148,584    $938,600
       
Janet Lee    $469,466    $658,412    $382,650    $484,480
       
Richard Mahoney    $976,851    $1,369,319    $1,125,814    $1,060,036

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

Due to Mr. Mahoney’s voluntary departure on May 5, 2022, Mr. Mahoney forfeited all of his outstanding unvested equity awards.

(3) Reflects the portion of the total Performance Based Cash Bonus paid to the named executive officers for 2022 that is tied to Company financial performance metrics as described in more detail in “Compensation Discussion and Analysis.”

(4) 2022 amounts for each of Dr. Gopal, Ms. Anasenes and Ms. Lee consist of $11,987 in contributions to the 401(k) plan and $16,785 for financial planning. 2022 amounts for each of Messrs. Emswiler and Mahoney consist of $11,987 in contributions to the 401(k) plan.

 

 

2023 Ansys Proxy Statement     45


GRANTS OF PLAN-BASED AWARDS IN FISCAL 2022 TABLE
Name   Grant Date   Compensation
Committee
Approval

Date

  Estimated Possible Payouts

Under Non-Equity

Incentive Plan Awards

  Estimated Future Payouts

Under Equity Incentive

Plan Awards

  All

Other

Stock

Awards:

Number
of

Shares

of

Stock

Or

Units

(#)

  All

Other

Option

Awards:

Number

of

Securities

Underlying

Options

(#)

  Exercise
or

Base
Price

of

Option

Award

($/Sh)

  Grant

Date

Fair

Value

of

Stock

and
Option

Awards

($) (7)

  Threshold

($)

  Target

($)

  Maximum

($)

  Threshold

(#)

  Target
(#)
  Maximum
(#)
Ajei S. Gopal, President and Chief Executive Officer   (1)   2/16/22   $537,891   $1,075,781   $2,151,562                            
  (2) 3/3/2022   2/16/22               2,099   8,744   17,488               2,765,203
  (3) 3/3/2022   2/16/22               1,640   6,558   13,116               1,973,565
  (4) 3/3/2022   2/16/22                           32,792           10,370,142
  (5) 3/3/2021   2/16/22               1,453   6,053   12,106               1,914,201
  (6) 3/3/2020   2/16/22               1,436   5,984   11,968               1,892,380
Nicole
Anasenes,
Senior Vice
President
and Chief
Financial
Officer
  (1)   2/16/22   $127,369   $254,737   $509,474                                   
  (2) 3/3/2022   2/16/22                  520   2,165   4,330                  684,660
  (3) 3/3/2022   2/16/22                  406   1,623   3,246                  488,426
  (4) 3/3/2022   2/16/22                                 8,119             2,567,553
  (5) 3/3/2021   2/16/22                  342   1,424   2,848                 

450,326

Shane Emswiler, Senior Vice President, Products   (1)   2/16/22   $109,365   $218,729   $437,458                            
  (2) 3/3/2022   2/16/22                  520   2,165   4,330                  684,660
  (3) 3/3/2022   2/16/22                  406   1,623   3,246                  488,426
  (4) 3/3/2022   2/16/22                                 8,119             2,567,553
  (5) 3/3/2021   2/16/22                  436   1,816   3,632                  574,292
  (6) 3/3/2020   2/16/22                  356   1,484   2,968                  469,300
Janet Lee, Senior Vice President, General Counsel and Secretary   (1)   2/16/22   $82,915   $165,829   $331,658                            
  (2) 3/3/2022   2/16/22               250   1,041   2,082               329,206
  (3) 3/3/2022   2/16/22               195   780   1,560               234,733
  (4) 3/3/2022   2/16/22                           3,903           1,234,285
  (5) 3/3/2021   2/16/22               145   605   1,210               191,325
  (6) 3/3/2020   2/16/22               184   766   1,532               242,240

 

Richard Mahoney, Former Senior Vice President, Worldwide Sales and Customer Excellence(8)

  (1)   2/16/22   $159,678   $319,355   $638,710                            
  (2) 3/3/2022   2/16/22                  520   2,165   4,330                  684,660
  (3) 3/3/2022   2/16/22