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Dear Stockholders,

The Ansys mission statement is to power innovation that drives human advancement. Our global team of more than 6,000 professionals, as well as our strategic and channel partners, are driving that innovation each and every day.

In 2023, Ansys reported record revenue of  $2,269.9 million, a 10% increase in reported and constant currency* when compared to the year ending December 31, 2022. Annual contract value (ACV)* was a record $2,300.5 million, an increase of 13% in reported and constant currency, when compared to fiscal 2022.

Over the course of 2023, Ansys saw ACV growth across our major industries, geographies, and go-to-market routes. As has been the case over the past several years, our top sectors were high tech and semiconductor, aerospace and defense, and automotive and ground transportation. Looking at our performance from a geographical perspective, we saw strong performance with each region growing ACV. Our direct and indirect channels and each of our go-to-market customer segments  –  enterprise, strategic, and volume accounts  –  also grew ACV. And we continued to drive broad-based growth across product lines.

Ansys added to our product portfolio with new technologies and improved performance to drive customer innovation. Enhancements to our flagship solutions empower our users with scalable digital engineering workflows that are critical to digital transformation. We also released new technologies that build on our ongoing expansion of artificial intelligence/machine learning, high-performance computing and the cloud across the simulation portfolio and customer community. Our continued investment in our product portfolio is a testament to our commitment to advancing customer experience, accelerating democratization of simulation, and powering next-generation innovation.

We expect the momentum from 2023 will carry into 2024 as we continue to enable our customers’ transformations and help them to design and develop the most cutting-edge products imaginable. Of course, that will happen as we begin to prepare for the impending transaction with Synopsys. By joining forces, our two organizations will combine each company’s highly complementary capabilities to meet the evolving needs of today’s engineers and to drive new levels of customer innovation.

Thank you for your continued support.

Sincerely,

April 10, 2024

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Constant currency is a non-GAAP measure. For additional information on 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 2023 PSU Awards” in the accompanying proxy statement.

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Virtual Annual Meeting

The 2024 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 2024 Annual Meeting matters as time permits. Questions regarding personal matters, including those related to employment, product issues, suggestions for product innovations, or questions related to the Synopsys transaction are not pertinent to the 2024

Annual Meeting and therefore will not be answered. Any questions pertinent to the 2024 Annual Meeting that cannot be answered during the 2024 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 2024 Annual Meeting, you may do so by logging into the virtual annual meeting platform at www.virtualshareholdermeeting.com/anss2024, 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/anss2024.

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 2024 Annual Meeting, including to access the 2024 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 2024 Annual Meeting, technical support, rules of conduct, and other materials for the 2024 Annual Meeting, including the list of our stockholders of record, will be available during the 2024 Annual Meeting at www.virtualshareholdermeeting.com/anss2024.

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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.

When visionary companies need to know how their world-changing ideas will perform, they close the gap between design and reality using Ansys simulation. For more than 50 years, Ansys software has enabled innovators across industries to push the boundaries of product design by using the predictive power of simulation. From sustainable transportation and advanced satellite systems to life-saving medical devices, Ansys powers innovation that drives human advancement.

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:

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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.

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

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More computations. Larger and more complex simulations drive more computation, requiring

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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. Our investments in artificial intelligence capabilities across our simulation portfolio and technical support services enhance the customer experience, democratize simulation and further next-generation innovation.

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 simulations. Key industry trends fueling customers’ increasing needs for simulation include:

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Electrification;

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Autonomy;

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Connectivity;

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

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

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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 of Pervasive Insights 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. In addition, we have and will continue to partner with industry leaders to extend simulation into other ecosystems and customer R&D workflows.

As previously announced, on January 15, 2024, Ansys entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Ansys, Synopsys, Inc., a Delaware corporation (“Synopsys”), and ALTA Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Synopsys (“Merger Sub”). Pursuant to the Merger Agreement, and subject to the

satisfaction or waiver of the conditions specified therein, Merger Sub will merge with and into Ansys (the “Merger”), with Ansys surviving the Merger as a wholly owned subsidiary of Synopsys.

During the second quarter of 2024, we intend to file with the SEC a definitive proxy statement relating to a separate special meting of stockholders in connection with the transactions contemplated by the Merger Agreement. The definitive proxy statement for the special meeting of stockholders will be sent or given to our stockholders and will contain important information about the contemplated transactions.

In 2023, we achieved $2.3 billion of ACV*. ACV growth was broad based across industries, geographies and customer types. Our technology remains a vital component to our customers’ success as the need for innovation and agility reaches new heights. Throughout the year we continued to grow our industry-leading portfolio, our loyal customer base and our go-to-market segments.

Our focused execution yielded strong financial results, reflected in our ACV growth of 13% in reported and constant currency*, GAAP operating margin of 27.6%, non-GAAP operating margin* of 42.6%, and record operating cash flows of  $717.1 million for the year ended December 31, 2023. We had deferred revenue and backlog of  $1,472.6 million as of December 31,

2023. We repurchased 650 thousand shares during the year at an average price per share of  $302.34.

Our long-term total stockholder return (“TSR”) depicted in the chart below shows how a $100 investment in Ansys on December 31, 2018 would have grown by December 31, 2023. 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).

In 2023, 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 2023, we also introduced new capabilities to our product portfolio through organic development.

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We released Ansys 2023 R1 and Ansys 2023 R2, both of which enable organizations to accelerate past complexity and integration challenges to design the next generation of world-changing products by taking advantage of performance improvements, cross-discipline workflow integrations, and innovative capabilities. Ansys R1 enables greater design exploration, improves engineering productivity and provides solutions that help reduce costs while increasing product quality. The new products, technologies, and tools enhance simulation performance, intelligent workflow automation and collaboration, and further innovation across the product development process. 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 2023 R2 enable engineers and researchers in a range of industries to take advantage of the transformative power of digital engineering by combining our advances in simulation numerics with technology multipliers. Ansys’ 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 2023 R2 enhanced solver algorithms to speed simulations by capitalizing on graphics processing units, supporting users to run large jobs and overcome hardware capacity limitations with high performance computing, both on-premises and in the cloud.

The new release also expands our use of machine learning and artificial intelligence to further increase the speed and accuracy of our solvers, unlock design optimization solutions for our customers, and improve the user experience.

Partnerships remain a key part of our Pervasive Insights 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 6,200 people as of December 31, 2023, including: 2,400 in product development, 3,000 in sales, support and marketing, and 800 in general and administrative functions. Of these employees, 44% were located in the Americas, 29% were located in Europe, Middle East and Africa and 27% were located in Asia-Pacific.

Ansys continues 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. We have achieved this goal and continue to focus on energy efficiency and reduction projects while developing our new goals and strategy. For more information see the “Corporate Responsibility” section of this proxy statement.

We also continued our commitment to our “ONE Ansys” culture. In 2023, Newsweek ranked us as sixteenth 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 2024 based on our 2023 achievements in the environmental, social and corporate governance areas.

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Separate CEO and Chairman roles

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90% of the current Board is comprised of independent directors

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Majority voting in director elections with resignation policy

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100% independent committee members

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Robust Board evaluation process

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Stockholder engagement program

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Proxy access

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Annual Say-on-Pay Vote

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No supermajority vote provisions

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Phasing in a declassified Board

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Stock ownership guidelines for directors and senior management

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Board risk oversight

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Independent directors meet without management present

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Clawback policy

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Anti-hedging and anti-pledging policies

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

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Periodic review of committee charters and governance policies

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Director over-boarding policy

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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 our CEO, CFO and other members of the management team. During 2023, these outreach efforts involved representatives of stockholders holding, in the aggregate, around 40% of Ansys shares.

In addition, in September 2023, our Compensation Committee 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.

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 ESG Program Lead chairs the ESG Committee, providing updates to the General Counsel, who oversees the ESG program. 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 General Counsel reports the committee’s progress to the CEO and to the Board on a quarterly basis.

Our ESG program has four pillars:

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Advancing sustainability through our products

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Investing in our people and ONE Ansys culture

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Operating responsibly

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Collaborating with stakeholders

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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.

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Sustainability Committee:   In 2023, our sustainability committee continued to build upon our strategy to support our customers with their sustainability objectives such as helping customers reduce waste and physical prototyping, and improve circularity and development time. Ansys

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was a strategic partner at the Sustainable Innovation Forum at COP28, where we showcased how simulation is at the heart of sustainable innovation.

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Innovation:   We make significant investments in research and development and emphasize frequent, integrated product releases. In 2023, our total research and development expense was $494.9 million.

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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 inclusion and belonging where employees can be themselves and thrive as a ONE Ansys team.

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Engagement:   Our employee engagement surveys are an important tool for listening to and understanding employees. Our 2023 engagement score remained steady compared to 2022, 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.

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Employee Resource Groups (“ERGs”):   In 2023, 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 2023. 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.

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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 and good governance including:

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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 achieved this goal and continue to focus on energy efficiency and reduction projects while developing our new goals and strategy.

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Ethics and Compliance:   In 2023, employees were trained on various key compliance topics covered in our Code of Business Conduct and Ethics. Additionally, Ansys observed Ethics and Compliance Week, where employees participated in activities that emphasized an awareness of ethics and compliance resources, a commitment to compliance from top leaders, and engagement in compliance across the global organization. Employees from 13 different countries participated in Ethics and Compliance Week.

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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.

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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 2023, Ansys donated approximately 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.

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Our Board is currently comprised of ten directors. Our Board was previously divided into three classes, with directors being elected by our stockholders for three-year terms. As approved by the Company’s stockholders at the 2023 Annual Meeting, the Board has begun to be declassified over a three-year phase-out period. Each director elected by our stockholders at the 2024 Annual Meeting will be elected for a term of one year, expiring at the 2025 Annual Meeting. Each director elected by our stockholders at the 2025 Annual Meeting will be elected for a term of one year, expiring at the 2026 Annual Meeting. At the 2026 Annual Meeting, all director nominees elected by our stockholders will be elected to hold office for a term of one year, or until their successors are duly elected and qualified in accordance with our By-Laws, and the classification of our Board will terminate in its entirety.

At the 2024 Annual Meeting, three directors are nominated for re-election to serve until the annual meeting of stockholders in 2025 and until such directors’ successors are duly elected and qualified. Based on the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated Jim Frankola, Alec Gallimore, and Ronald Hovsepian for election as directors at the 2024 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 Mr. Frankola, Dr. Gallimore, and Mr. Hovsepian. 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 DIRECTOR NOMINEES.

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 four 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 four standing 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:

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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 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 Audit Committee also reviews the Company’s treasury operations and policies, including investment practices for cash management, foreign exchange, investments and derivatives;

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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”);

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The Nominating and Corporate Governance Committee provides primary oversight over risks

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related to corporate governance practices and ESG activities, including risks related to climate change; and

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

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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:

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

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

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

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any entity which is controlled by someone listed above.

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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 2023 or 2024 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 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 2023 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 23 meetings during 2023. Each of our directors attended at least 75% of all the 2023 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). During 2023, the Board

held 7 regular meetings and 16 special meetings related to the proposed transaction with Synopsys.

Committees

In 2023, 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

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*

Ms. Scherer ceased service as a member of the Audit Committee on March 1, 2024.

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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:

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

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Overseeing the internal control and audit functions;

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

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Overseeing the adequacy and effectiveness of disclosure controls and procedures;

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

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Overseeing related party transactions;

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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; and

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Overseeing the Company’s treasury operations and policies, including reviewing investment practices for cash management, foreign exchange, investments and derivatives.

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Compensation Committee

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

Our Compensation Committee is responsible for, among other things:

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

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Overseeing the Company’s overall compensation practices;

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

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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;

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

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

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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 and Non-Employee Director Compensation section of the Proxy.

Nominating and Corporate Governance Committee

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:

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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;

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

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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;

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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

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

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Strategic Partnerships and Transactions Committee

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No meetings of the Strategic Partnerships and Transactions Committee were held in 2023.

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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:

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Overseeing the execution of strategic partnerships and transactions; and

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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.

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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 2025 Annual Meeting” in this proxy statement. If the proposed transaction with Synopsys is completed before we would otherwise hold our 2025 Annual Meeting, such meeting will not occur and any director candidates submitted, even if in accordance with our By-Laws, will not be considered by our stockholders.

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.

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 2023 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 ten directors serving at the time of our 2023 Annual Meeting, eight attended such meeting.

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, information about 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 2023 the Compensation Committee recommended that the Board approve, and in March 2023 the Board approved, the following cash fees for our non-employee directors effective on January 1, 2023:

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

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In addition to the cash fee retainer above:

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

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

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

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

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

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

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$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).

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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.

Additionally, in consideration of the additional board oversight related to the proposed transaction with Synopsys, in February 2024 the Compensation Committee recommended that the Board approve, and in February 2024 the Board approved, an additional one-time cash fee for non-employee directors of $35,000 plus additional cash fees for non-employee directors of  $15,000 per month for service as a Board member, commencing September 2023.

Equity Compensation

Immediately following the annual meeting of stockholders in 2023, each then-serving non-employee director was granted a Restricted Stock Unit (“RSU”) award having a value of  $300,000.

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 tenure as a member of our Board. New Board members have five years to attain this minimum stock ownership level. In 2023, 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.

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 2024 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, 2024. 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 2024 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 2024.

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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, 2023 and 2022, including the reviews of the financial statements included in our Form 10-Q filings and general accounting consultations.

“Audit fees” in 2023 and 2022 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 services rendered in connection with SEC filings.

“Audit-related fees” in 2023 and 2022 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 due diligence related to business acquisitions.

“Tax fees” in 2023 and 2022 consisted of fees billed for tax compliance, consultation and planning services. Tax fees in 2023 did not exceed aggregate audit and audit-related fees paid to Deloitte & Touche LLP, and $669,095 of the tax fees incurred in 2023 related to tax return preparation 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.

“All other fees” in 2023 consisted of consulting services associated with industry-mandatory information security certifications.

All of the services described above performed by Deloitte & Touche LLP in 2023 and 2022 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.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the 2024 Annual Meeting:

“RESOLVED, that the stockholders approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the proxy statement for the 2024 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.

The following table identifies certain information about our executive officers as of April 10, 2024.

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

Rachel Pyles has served as Ansys’ Chief Financial Officer since February 2024. Previously, Ms. Pyles served as Vice President, Strategic Finance. Prior to that Ms. Pyles served as Senior Vice President, Finance, at financial technology solutions provider Fidelity National Information Services, Inc. (“FIS”), from July 2019 to April 2023, where she led the finance team for the merchant solutions segment. Ms. Pyles joined FIS through its acquisition of payment processing provider Worldpay, Inc. in July 2019. While at Worldpay and its predecessors, Ms. Pyles held various leadership positions in corporate finance, finance transformation, and financial planning and analytics since its spin-off from Fifth Third Bancorp in 2009.

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.

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, 2023 are:

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Ajei S. Gopal, President and Chief Executive Officer;

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Nicole Anasenes, Former Senior Vice President and Chief Financial Officer;

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Shane Emswiler, Senior Vice President, Products;

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Walt Hearn, Senior Vice President of Worldwide Sales and Customer Excellence; and

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Janet Lee, Senior Vice President, General Counsel and Secretary

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On November 29, 2023, Ms. Anasenes notified us that, after three years as our Chief Financial Officer and Senior Vice President of Finance, she intended to resign. On February 15, 2024, we entered into a Transition Agreement with Ms. Anasenes (the “Transition Agreement”) pursuant to which Ms. Anasenes resigned as Chief Financial Officer and Senior Vice President of Finance effective February 22, 2024, but will remain our employee until June 7, 2024 (following which date she will transition to providing consulting services to us until August 8, 2024 pursuant to a consulting agreement).

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 2023 Financial Highlights

We reported GAAP revenue of  $2,269.9 million for the year ended December 31, 2023, an increase of 10% in reported and constant currency*, when compared to the year ended December 31, 2022. We also reported non-GAAP revenue of  $2,269.9 million* for the year ended December 31, 2023, an increase of 10% in reported and constant currency, when compared to the year ended December 31, 2022. We reported GAAP diluted earnings per share of  $5.73 for fiscal 2023 compared to $5.99 for fiscal 2022. Non-GAAP diluted earnings per share was $8.80* for fiscal 2023 compared with $7.99* for fiscal 2022. ACV was $2,300.5 million*, an increase of 13% in reported and constant currency when compared to fiscal 2022. GAAP operating margin was 27.6%, non-GAAP operating margin was 42.6%* and deferred revenue and backlog was $1,472.6 million at December 31, 2023, an increase of 4% over December 31, 2022. Financial results included operating cash flow of  $717.1 million for 2023 compared to $631.0 million for 2022.

2023 Say-on-Pay Vote

Approximately 85% of our stockholders voting on the 2023 Say-on-Pay proposal approved the compensation of our named executive officers at our 2023 Annual Meeting. The Compensation Committee considered the results of the 2023 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.

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Pending Merger Transaction

On January 15, 2024, we entered into the Merger Agreement pursuant to which, and subject to the satisfaction or waiver of the conditions specified therein,

the Merger with Synopsys is expected to occur, with Ansys surviving the Merger as a wholly owned subsidiary of Synopsys.

Objectives of Our Compensation Program

The main objective of our executive compensation program is to serve as an integral part of a competitive total rewards package to attract, retain and incent qualified executive officers who will lead us to long- term success and enhance stockholder value based on

the balanced attainment of short-term performance objectives and long-term strategic goals. Each element of our compensation program supports these objectives.

Role of Compensation Consultant

The Compensation Committee has the authority to retain the services and obtain the advice of external

advisors, including compensation consultants, legal counsel and other advisors to assist in the evaluation of executive officer compensation. The Compensation Committee periodically reviews its independent executive compensation consulting firm, and also assesses and 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 2023 executive compensation program, including:

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

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Assisting in confirming a competitive compensation framework;

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Meeting regularly with the Compensation Committee to review all elements of executive compensation, including the competitiveness of our executive compensation program;

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Assisting in reviewing director compensation, including the competitiveness of our director compensation program;

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

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Assisting in the risk assessment of our compensation program;

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Assisting with the pay versus performance analysis; and

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Assisting in reviewing executive severance and change in control arrangements in connection with the Company’s review and modernization of its executive severance program, as further described in this proxy statement.

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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 2023 did not raise any conflicts of interest.

Role of Compensation Committee and Executive Officers in Compensation Decisions

Our Compensation Committee works in close collaboration with the full Board on executive compensation matters. The Compensation Committee has a practice of informing and consulting with the full Board concerning the establishment of performance goals and objectives for our CEO, Dr. Gopal, evaluating our CEO’s performance in light of 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 2023, Dr. Gopal prepared an analysis for the Compensation Committee recommending each element of compensation to be paid to all other named executive officers. The Compensation Committee considered his recommendations, along with a competitive market analysis prepared by Compensia, in approving the compensation of our other named 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 2022, Compensia conducted a formal review of our peer group for 2023. Based on the analysis, Citrix Systems and Nuance Communication, both of which were in our 2022 peer group, were acquired and no longer met the peer group selection criteria discussed below. Compensia identified one additional company (TheTrade Desk, Inc.) that met the criteria outlined below.

Peer company selection criteria include:

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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;

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Comparable revenue size (0.5x to 2.5x our revenue); and

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

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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 2023 compensation (compared to 2022 target compensation) consisted of the following companies:

We ranked at the 38th percentile on revenue, 54th percentile on 30-day average market cap, 12th percentile on number of employees and 93rd percentile on operating margin within this group when Compensia conducted the analysis.

Components of Compensation Program and Fiscal 2023 Compensation

Our executive compensation program consists of the following principal components:

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Base salary;

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Performance-based cash bonus;

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

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Severance and change in control-related payments and benefits.

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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:

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Performance against corporate, and organizational objectives for the fiscal year (and in certain cases individual objectives);

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

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

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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 in certain cases an element of the reward for non-quantitative achievements demonstrated by certain of our executives in the actions and decisions they make during certain portions of 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.

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:

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The officer’s role, level of responsibility, leadership and experience;

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Employee retention;

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Internal equity considerations;

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External competitiveness of the officer’s base salary and overall total compensation (as compared to the peer group for similar positions, if applicable); and

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Individual performance.

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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.

2023 Base Salaries

The table below sets forth the 2023 annual base salaries for our named executive officers:

Base salary increases reflect annual adjustments based on peer group market data provided by Compensia, the recommendations of Dr. Gopal (other than with respect to his own base salary), and individual performance. Mr. Hearn’s 2023 base salary increase was in connection with his promotion on April 1, 2023.

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 and to incentivize progress on our strategic and financial priorities, we generally provide annual performance-based cash bonuses for our named executive officers that reflect achievement of corporate objectives established at the beginning of the calendar year (plus, in certain cases, individual performance).

Executives are assigned a target bonus opportunity each year, and actual bonus awards are calculated based on our achieved financial results at the end of the fiscal year. At the beginning of 2023, after considering the input of our President & CEO and its independent compensation consultant, the Compensation Committee approved the Company’s 2023 annual compensation program metrics and cash bonus opportunities for our named executive officers.

The Compensation Committee determined that GAAP revenue and non-GAAP operating income were the appropriate financial performance metrics to measure the Company’s short-term performance based on their alignment with our long-term growth drivers. The weightings of GAAP revenue and non-GAAP operating income to determine the overall performance-based annual cash bonus are set forth in the tables below.

Although in previous years the Compensation Committee used individual performance measures as part of the basis for the annual performance-based cash bonus for our senior-most officers, the Compensation Committee removed this component in 2023. The individual performance measures remained in effect for Mr. Hearn and Ms. Lee through the first quarter of 2023 until both of their individual promotions on April 1, 2023.

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Mr. Hearn and Ms. Lee’s weighted metric for GAAP Revenue and Non-GAAP Operating Income is 46.8%, as seen in the table below, due to their promotion on April 1, 2023.

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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.

For the purpose of calculating performance results in the framework of our compensation program, GAAP revenue is 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, 2023 and then adjusted to (i) exclude stock-based compensation expense and excess payroll taxes related to stock-based awards, (ii) exclude amortization expense associated with intangible assets acquired in business combinations and (iii) 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.**

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For additional information on adjusted GAAP revenue and adjusted non-GAAP operating income please see Annex A: Non-GAAP Reconciliations.

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2023 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:

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Amounts shown relate to base earnings for 2023 as shown in the Salary column of the 2023 Summary Compensation Table.

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2023 Actual Performance-Based Cash Bonus Payments

We achieved the following results as it relates to the 2023 Performance-Based Cash Bonus metrics:

As a result of the calculation reflected above (plus individual performance in the case of Mr. Hearn and Ms. Lee) the Compensation Committee awarded cash bonuses in the following amounts:

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Rounded to the nearest tenth percent. Amounts shown relate to base earnings for 2023 as shown in the Salary column of the Summary Compensation Table.

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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 adjusted ACV, adjusted unlevered 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 2023 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 2023. 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”).

Performance Metrics for Regular-Cycle 2023 PSU Awards

For the 2023 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, 2025. 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, 2023) against the 10-trading day average price at the end of the relevant period (December 31, 2025). The 2023 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.