ANSYS, Inc.

2600 Ansys Drive

Canonsburg, PA 15317

844-462-6797

March 31, 2021

NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS

To Be Held on Friday, May 14, 2021

TO THE STOCKHOLDERS OF ANSYS, INC.

The annual meeting of stockholders of ANSYS, Inc. (“Ansys,” “we,” or the “Company”) will be held on Friday, May 14, 2021, at 11:30 a.m. Eastern Time (the “2021 Annual Meeting”), virtually via live webcast at www.virtualshareholdermeeting.com/ANSS2021 for the following purposes, as more fully described in the accompanying proxy statement:

The Board of Directors has fixed the close of business on March 19, 2021 as the record date for determination of stockholders entitled to notice of, and to vote at, the 2021 Annual Meeting and any adjournments or postponements thereof. Only holders of record of common stock at the close of business on that date will be entitled to notice of, and to vote at, the 2021 Annual Meeting and any adjournments or postponements thereof. In the event there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the 2021 Annual Meeting, the 2021 Annual Meeting may be adjourned in order to permit further solicitation of proxies.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE 2021 ANNUAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE 2021 ANNUAL MEETING, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE, OR MAIL.

We appreciate your continued support of Ansys.

Very truly yours,

Janet Lee

Vice President, General Counsel and Secretary

Virtual Annual Meeting

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.

The 2021 Annual Meeting will also be offered virtually this year. In addition to the benefits described above, due to the ongoing COVID-19 pandemic, a virtual annual meeting helps protect the health of our constituents and communities while enabling us to communicate with our stockholders and partners.

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 2021 Annual Meeting matters as time permits. Questions

regarding personal matters, including those related to employment, product issues or suggestions for product innovations are not pertinent to the 2021 Annual Meeting and therefore will not be answered. Any questions pertinent to the 2021 Annual Meeting that cannot be answered during the 2021 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 2021 Annual Meeting, you may do so by logging into the virtual annual meeting platform at www.virtualshareholdermeeting.com/ANSS2021, 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/ANSS2021.

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 2021 Annual Meeting, including to access the 2021 Annual Meeting’s virtual meeting platform, please call the technical support number 30 minutes or less prior to the start of the meeting at 844-986-0822 (US) or 303-562-9302 (International).

Additional information regarding the ability of stockholders to ask questions during the 2021 Annual Meeting, technical support, and rules of conduct for the 2021 Annual Meeting will be available on our investor relations webpage one week before the 2021 Annual Meeting at https://investors.ansys.com/governance/proxy-materials/.

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

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

Thanks to our strategy of Pervasive Simulation, which deepens customer use of simulation throughout the product lifecycle, we believe that our addressable market will expand over the next decade. Our strong core foundation in analysis and design will drive the majority of our growth in the near term. And we are investing in emerging high-growth solutions, to help engineers deal with increasing product complexity in:

In the longer term, we are also investing in new adjacencies, including physics-based digital twins and simulation for additive manufacturing.

To support that strategy, we will continue to follow a series of pillars that we believe will drive future growth. We will continue to reinforce and extend our leadership in core and the high-growth solutions. We will build and grow our offerings and expertise in adjacencies to our current core competencies. We will also continue to pursue a smart and

strategic acquisition strategy to grow our business, and we will partner with other industry leaders to broaden pervasive simulation into other ecosystems. Importantly, we will continue to win in the right way, built on a culture of and commitment to diversity, equity, inclusion and sustainability.

Throughout 2020, Ansys responded to the impact of the global pandemic while maintaining a focus on executing our long-term strategy. We supported our employees, customers and communities during these difficult times by making the health and safety of our employees and their families, and our broad Ansys community around the world, a high priority.

Despite the global disruption in 2020, we maintained our focus and advanced our pervasive simulation strategy, creating long-term value for all our stakeholders. In fiscal year 2020, we delivered strong financial results and continued to provide innovation for our customers by developing capabilities organically as well as pursuing strategic acquisitions. Ansys continued to thrive with a culture that values innovation, inclusiveness, transparency and integrity.

We have built a “One Ansys” culture focused on our people, planet, products, and practices. In 2020, we were added to FORTUNE’s 2020 Future 50 list as one of the top companies with long-term growth potential, and Fast Company ranked us as one of the best workplaces for innovators. Our employee diversity and inclusion efforts helped us to be recognized as one of the best places to work in the San Francisco Bay Area and we were honored as a Gold Stevie^® Award Winner for Great

Employers in the Achievement in Extended Enterprise Learnings Programs category. The award recognized our Simulation World, one of the world’s largest virtual events for research and development leaders, engineering simulation thought leaders, and users across industries.

Our focused execution yielded strong financial results, reflected in our annual contract value (“ACV”) growth of 11%, or 9% in constant currency, non-GAAP operating margin of 43%, operating cash flows of $547.3 million and deferred revenue and backlog of $967.1 million for the year ended December 31, 2020. We repurchased 0.7 million shares during the year at an average price per share of $233.48. For a description of ACV, see page 45 of the proxy statement.

We delivered strong long-term total stockholder return (TSR) as indicated by the chart below, which shows how a $100 investment in Ansys on December 31, 2015 would have grown to $393.30 on December 31, 2020. The chart also compares the TSR of an investment in our common stock to the same investment over the last five years in the S&P500 Index, the Nasdaq Composite Stock Market Index, the Nasdaq 100 Index and a peer group consisting of Autodesk, Inc., Cadence Design Systems, Inc., Dassault Systemes SE, PTC Inc., Synopsys, Inc., Altair Engineering Inc. and Aspen Technology, Inc.

In 2020, we maintained our commitment to investing in product innovation by making strategic acquisitions of market-leading technologies. We believe these investments expand our multi-physics portfolio and provide our customers with a full set of solutions to solve their next-generation design challenges. We completed the acquisition of Lumerical Inc., a leading developer of photonic design and simulation tools, and the acquisition of Analytical Graphics, Inc. (AGI), a premier provider of mission-simulation, modeling, testing and analysis software for aerospace, defense and intelligence applications.

During 2020, we also introduced new capabilities to our product portfolio through organic development. We released Ansys 2020 R1 and R2, which bring enhanced solving and collaboration capabilities, key for enabling globally distributed teams to further organization-wide innovation. These releases upgrade our high-performance computing (HPC) resources and platform solutions that help reduce costs and speed production. Our newly updated advanced digital engineering tools help engineering teams develop new products, sustain business continuity, and improve productivity.

As part of our Ansys 2020 R2 launch, we also unveiled our next-generation upfront simulation solution Ansys Discovery, a next generation, easy-to-use product design software application. Ansys Discovery is the first simulation-driven design tool to combine real-time physics simulation, Ansys’ proven high-fidelity simulation and interactive geometry modeling into a single design exploration application. Conducting real-time, rapid iterative design explorations, more engineers can now

explore larger design spaces and quickly answer critical design questions earlier in the product design process.

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

In addition to our strong financial results and robust product development, we continued our investment in employee talent and engagement and the infrastructure needed to support faster growth and capture a larger addressable market. We continued to recruit top talent globally across our key regions, with headcount increasing to 4,800 in 2020, including approximately: 1,800 in product development, 2,400 in sales, support and marketing, and 600 in general and administrative functions. Of these employees, 47% were located in the Americas, 28% were located in Europe, Middle East and Africa (EMEA) and 25% were located in Asia-Pacific (APAC).

We made progress towards our key sustainability objectives, submitting our initial climate change report to CDP, completing our environmental, social and governance (“ESG”) materiality assessment and publishing our third corporate responsibility (“CR”) report. Our simulation software continues to make a difference by enabling our customers to reduce waste, and be lighter, faster to market, use less and more sustainable materials, and increase efficiency. We continue to impact our communities through our global employees’ volunteer and charity efforts and Ansys-sponsored programs. For more information see “Corporate Responsibility” of this proxy statement.

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, logging over 1,000 investor interactions during 2020 with investors globally via investor conferences, non-deal roadshows and conference calls, representing 57% of shares outstanding. Over 85% of our stock is categorized as low turnover.

Our Office of the Corporate Secretary coordinates engagement with Investor Relations and provides a summary of relevant feedback to our Board. In April 2020, our Board Chair, Chair of the Compensation Committee and members of management, including our General Counsel and a member of our Investor Relations team, engaged with a cross-section of active stockholders, owning 23% of Ansys shares, to discuss executive compensation and ESG topics. In addition, throughout the year our Investor Relations group engaged with our stockholders, frequently along with Dr. Gopal, Ms. Shields and other members of the management team. Building on our fiscal year 2020 outreach, we engaged investors representing 27% of outstanding shares in the first quarter of fiscal year 2021.

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

Ansys reports on its ESG initiatives primarily through our Corporate Responsibility (“CR”) report, published on the ESG section of our investor relations website https://investors.ansys.com/esg/. Selected highlights from our CR report are provided in this proxy statement.

Our CR program has historically been centered around three pillars: people, planet and practices. In early 2021, we

conducted a non-financial materiality assessment to identify sustainability areas that are important to us and our stakeholders. The results of the materiality assessment are published on the ESG section of our investor relations website. Based on this feedback, we added “products” as a fourth pillar, in light of the important ways in which our innovations enable our customers to reduce waste, use fewer and more sustainable materials, and be more efficient.

Our Board has oversight over our CR activity through its Nominating and Corporate Governance Committee. In addition, cybersecurity is overseen by our Audit Committee and is a standing topic at least quarterly. The CR program is managed by a committee of select senior leaders, chaired by our General Counsel. In 2020, we expanded our committee to include representatives from information technology and strategy as well as formed sub-committees focused on human capital and environmental sustainability.

People – Our talent strategy is focused on (i) attracting diverse high-quality talent, (ii) continually developing and engaging our employee base and (iii) retaining our people by recognizing and rewarding performance.

Employee Development – We support the development of our employees by providing professional development and tuition assistance, conducting annual individual assessments, and encouraging feedback on performance. We also drive a variety of focused initiatives specifically designed to support employee development. These include our annual talent reviews and succession planning, emotional intelligence trainings, and company-sponsored education programs, such as management essentials to develop front-line leaders in foundational people management skills.

Developing our employees helps keep employees engaged and excited about their future at Ansys. It also helps mitigate risks associated with employee loss and keeping up with rapid technological and social change. For the year ended December 31, 2020, our annual turnover rate was 6%, and of this, 4% was voluntary.

Employee Engagement – Employee feedback is important in the areas of future vision, recognition, communication, leadership, growth and development. We conduct annual global employee engagement surveys with the goal of using the feedback to improve our work environment and employee engagement. Our 2020 global engagement survey demonstrated that our employees are highly engaged. The overall engagement score was 83%, which is a 6-point improvement over the last comparable survey conducted in 2018. Employee response rate was 89%.

Managers communicate results of surveys to their teams and involve employees in the action planning process. The findings from these surveys help us to continually improve performance and engagement.

Diversity, Equity and Inclusion – Inclusiveness is an important component of our culture and we believe in the value of diversity of individual backgrounds and perspectives. Gender and racial and ethnic diversity are among the key performance indicators we track regularly. As of December 31, 2020, women made up 22% of global employees, 24% of senior leadership and 25% of our board of directors. In addition, 38% of our Board directors and 33% of our U.S. based employees self-identified as racially or ethnically diverse.

Our commitment to recruiting diverse talent is evidenced in the United States through our dedication to increasing recruiting efforts at historically black colleges and universities, as well as our involvement with minority engineering societies, women in technology groups, veterans’ organizations and LGBTQ+A organizations. In

addition to targeted outreach, we recruit talent through (i) attending career and networking events aimed towards recruiting diverse audiences, (ii) hiring internally through our Ansys internship/co-op programs for current students, and (iii) value partnerships that promote our programs to diverse audiences. Our academic product suite is also widely used in research and teaching settings, which allows students to become familiar with Ansys simulation software and creates opportunities to strengthen our university ties and recruit fresh talent.

In 2019, we launched our first global diversity and inclusion survey that informed two initiatives for increasing diversity broadly – an inclusive leadership program in which we committed to training our people managers on inclusive leadership concepts; and employee resource groups where, building on our women in technology group, we launched: Ansys Pride Alliance, Black Employee Network at Ansys, Ansys Military Veterans and Families, and a newly founded group called Accessibility at Ansys that will fully launch in 2021. We believe these groups will provide diverse populations with support and communities as well as further our initiative to foster a diverse and inclusive culture.

Community Relations – Our philanthropic activities fall primarily in the areas of supporting our employee contributions and volunteer efforts in the areas of STEM, health and human services, as well as public, cultural and scientific affairs. In 2020, Ansys celebrated its 50^th anniversary. To mark this milestone, Ansys challenged each employee to volunteer eight hours of paid time to a personal cause that was meaningful to them.

In addition, our technology is used for research and teaching at engineering schools around the globe. We provide a no cost version of our software to students and sponsor student teams building innovative projects for competitions. In 2020, we launched Ansys Innovation Courses which makes simulation-based self-learning available to students and early-career professionals.

Safety and Health – The health and safety of our employees and their families, our partners and our broad Ansys community around the world continues to be a high priority. At the onset of the COVID-19 pandemic, we took action to enable our employees to work from home. We closed our offices, transitioned to a remote work environment, and implemented certain travel restrictions. While a number of our offices have since reopened, most of our locations have limited access or have few employees working on site. We are continuing to monitor and manage the situation, but as of now remote access remains the primary means of work for the vast majority of our workforce.

We utilize a number of technology platforms to facilitate remote working. Most of these tools were implemented prior to the COVID-19 pandemic and have proven to be instrumental in enabling us to work effectively in this environment. We have also provided our employees with support, including stipends, and in some cases, needed hardware and equipment. In addition, we have implemented many protocols in our offices to keep our employees safe.

Survey results showed that our executive team provided outstanding management and leadership during the

pandemic. 96% of employees indicated that they were satisfied with our response to the COVID-19 pandemic and 93% reported feeling supported by their immediate manager and in their efforts to adapt to the rapidly changing environment related to the COVID-19 pandemic.

Planet – Our environmental sustainability initiatives encourage us to contribute to the well-being of the planet by being more effective stewards of our own resources and doing our part to limit the environmental impact of our own business operations.

Environmental Sustainability Reporting – As described in more detail in our Environmental Sustainability Program Statement available on the investor relations section of our website, Ansys is committed to a more sustainable workplace. Over the past year, we have strengthened our approach by measuring our scope 1 and 2 greenhouse gas emissions and establishing an energy baseline. We submitted our first response to the CDP’s Climate Change Questionnaire.

Our San Jose, Livermore, and San Diego, California offices are enrolled in clean energy electricity, which is a community choice energy program that provides customers with cleaner energy sources with a greater percentage of renewable energy and carbon free electricity. In addition, our Livermore, California and Pune, India offices have on-site solar roof panels, which increase our overall renewable energy consumption.

Responsible Operations – In addition to employing energy saving measures in our larger data centers, our strategy includes moving a portion of our computing requirements from traditional on-premises infrastructure to high efficiency co-location or public cloud providers. In addition to the efficiency gains of sharing economy, our data center strategy includes selecting providers that can offer higher energy efficiency standards in the industry and show commitment to environmental sustainability by use of renewable energy or to carbon neutrality.

Practices – Our focus on Practices helps us generate long-term value for our stockholders and meet customer expectations.

Data Security – We are committed to working to protect the data our customers, partners and employees provide us through appropriate security practices.

The Ansys Cybersecurity department is led by the senior executive for Cybersecurity. The Cybersecurity department incorporates operations, intelligence, risk management, threat detection, cyber response, and program management. The Ansys Cybersecurity Steering Committee ensures cybersecurity is prioritized throughout the organization by including members from within the cybersecurity program as well as from functions and resources across Ansys.

By providing a strategic approach to mitigating cybersecurity risk, the Steering Committee helps us in our attempt to: 1) align the global security program with corporate objectives and Ansys values; 2) further establish a cyber risk-aware culture, sound security practices and compliance to internal, regulatory and customer demands; and 3) maintain communication related to cybersecurity with senior leaders.

Metrics we track include cybersecurity initiative completion, incident response, threat detection, vulnerability management and security awareness training completion.

The Audit Committee is responsible for overseeing cybersecurity and a review of the program and its results are covered as a regular agenda item in Audit Committee meetings. Senior leaders brief the Audit Committee at least quarterly on cybersecurity matters and brief the full Board at least annually. Our CEO meets on a monthly basis with our Chief Information Officer and the senior executive for Cybersecurity.

We also have a dedicated Internal Audit team, which reports to our General Counsel, and we have a dedicated Governance, Risk, and Compliance team within Cybersecurity.

We maintain cybersecurity insurance coverage which includes notification expense, forensic expense, cyber threat/extortion, first party business income, contingent business income, digital asset replacement and regulatory costs including first party fines and penalties including GDPR. We also purchase excess cyber coverage.

We have business continuity and contingency plans and incident response procedures in place. We test these crisis management plans annually for specific scenarios deemed high-risk.

Our cybersecurity management follows industry guidelines, including ISO and NIST frameworks, for internal assessments. We also work with third-party assessments and audits throughout the year. For example, Ansys Cloud recently received SOC2 certification, and we are working to achieve FedRAMP and ISO27001 certification. To ensure SOX compliance, our security controls related to financial systems are audited by an independent third party on an annual basis. For our customers in the European automotive industry, we maintain a fully TISAX certified environment.

We also are routinely assessed and audited by our customers across many industries as part of their Supply Chain Risk Management programs.

We did not experience any material data breaches in 2020. Additionally, there have been no material net expenses incurred from information security breaches over the last three years relative to total revenue.

Ansys provides an escalation process to all employees through various channels regarding data protection. This information is provided during the onboarding training process, annual retraining process and within our regular internal security awareness communications. New employees are trained in cybersecurity best practices as they join Ansys, followed by awareness communication and other continuous training sessions throughout the year.

Employees are required to take a five-module cybersecurity awareness training annually. Additionally, we conduct specialized training for our high-risk employees, such as key executives, on an annual basis. Phishing simulation exercises are conducted company-wide

throughout the year, and metrics related to the reporting of real-world phishing attempts are used to inform these exercises.

Data Privacy – Led by our global data privacy officer, and in close alignment with the cybersecurity team, IT and Ansys leadership, the data privacy team seeks to ensure that our global data privacy program addresses the needs of Ansys and our customers, partners and employees.

We provide tailored training and awareness opportunities to our teams. Through our Code of Business Conduct and Ethics (“Code of Conduct”), and other policies and notices, employees are made aware of their responsibility to take reasonable precautions to ensure personal data they have access to is not misused and is handled in accordance with Ansys’ policies and standards.

In 2020, over 96% of our employees participated in a data privacy training module included in our Code of Conduct training. In 2021, the company opened the year by celebrating Data Privacy Day which included an online data privacy training.

We also prioritize privacy compliance by our vendors and partners by seeking to implement appropriate policies and procedures, as well as contractual obligations for data processors we engage.

Our Ansys Privacy Notice, as updated from time to time, outlines our approach of general use and secondary uses of data in specified circumstances covered by legitimate interest-based processing, including sharing of data with vendors and partners. For more detailed information on how Ansys endeavors to protect data across the organization, please consult the Ansys Privacy Notice at https://www.ansys.com/footer/privacy-notice.

During 2020, we did not experience any material legal proceeding or regulatory complaints as a result of breaches of personal data.

Human Rights – Our global human rights policy sets forth our commitment to respecting human rights and freedom as part of our corporate values. We support globally recognized human rights in addressing the risk of adverse effects on the human rights linked to the company’s business operations.

Public Policy Advocacy – This global policy regulates lobbying as well as political contributions on behalf of the company. We did not engage in any direct political contributions, including to ballot measures, 527 groups, 501(c)(4)s, or independent expenditures, in 2020. This does not include AGI, which we acquired in December 2020.

Products – It is through our products that we seek to achieve innovation, digitization and innovative business models, and help our customers meet their sustainability goals.

Product Handprint – We are well-positioned to provide technology solutions that support and enable the sustainability goals of our customers across diverse industries. Simulation solutions save raw materials and ultimately lessen our customers’ carbon footprint by significantly reducing or eliminating the need for physical prototyping and accelerating time to market. But perhaps more significantly, when used as part of the design and development phase, simulation can help Ansys customers build effective and efficient products that are integral to meeting the environmental sustainability needs of the future.

We are in process of presenting Ansys’ simulation’s role in creating handprint benefits across several industries. You can read about these use cases here: https://investors.ansys.com/esg/Ansys-Handprint-Use-Case-EV/default.aspx.

Innovation – We make substantial investments in research and development and emphasize frequent, integrated product releases. In each of the last three years, we invested more than 18% of our revenues into research and development, to expand the ease of use and capabilities of our broad portfolio of engineering simulation software products. Over the last three years, we have spent $2.2 billion dollars in cash and stock to acquire eight companies that expand our physics capabilities and allow us to solve even more challenging problems that our customers are facing.

Ansys Cloud – One of our latest innovative products is Ansys Cloud. We see simulation in the cloud as a new imperative. Ansys Cloud provides access to on-demand, cloud-based computing resources, including both interactive workstations and HPC clusters, for faster, high-fidelity results offering greater performance insight.

COVID-19 underscored the value cloud computing provides by connecting engineers to the necessary compute-hardware anytime and from anyplace. Ansys Cloud delivers critical computing infrastructure to ensure engineering and business continuity, even as many engineering teams are working from home.

To leverage the combined benefits of cloud computing and best-in-class engineering simulation, Ansys partnered with Microsoft^® Azure^™ to create a secure cloud solution. As our strategic partner, Microsoft Azure has been 100 percent carbon neutral since 2012. As a customer of Ansys Cloud, our customers could feel assured that the resources being used are carbon neutral and contributing significantly to sustainability.

Through alliances and partnerships, Ansys is also aiming to democratize the use of HPC for engineers in smaller firms by providing them with either cloud-based or appliance-based HPC solutions. For users without infrastructure or investment to support an inhouse cluster, these options can provide HPC class computation at a lower barrier to entry than traditional HPC.

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

At the 2021 Annual Meeting, three Class I directors are nominated for re-election to serve until the annual meeting of stockholders in 2024 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 each of Jim Frankola, Alec D. Gallimore and Ronald W. Hovsepian for election as Class I directors at the 2021 Annual Meeting. Mr. Dubois, a Class I director, will not be standing for re-election at the 2021 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 CLASS I 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, the listing standards of the Nasdaq Global Select Market (“Nasdaq”) and any other requirements of the committees upon which he or she serves. 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 determined that each of Mr. Calderoni, Ms. Dorchak, Mr. Dubois, 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 requirements and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board also previously determined that Ms. Anasenes was independent under the Nasdaq listing requirements and the Exchange Act until such time that she resigned from the Board and joined Ansys as Senior Vice President in December 2020. 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/ under the heading “Governance.”

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 also through its standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategic Partnerships and Transactions Committee, each of which is comprised solely of members and chairs who qualify as independent directors. While the Board believes that we practice good risk management strategies and processes, it is the Board’s

responsibility to oversee the pressure testing of these strategies and processes on a continuous basis in order to ensure that risk management stays effective despite evolving market conditions, business strategies, regulatory rules, and our development.

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

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

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 of Directors has a written policy requiring the review and oversight of Related Party Transactions by the Audit Committee (the “Policy”). Under the Policy, a director or executive officer must promptly notify the Office of the Corporate Secretary of any material interest that such person or an Immediate Family Member of such person had, has or may have in a transaction. The Corporate Secretary will review the proposed transaction and determine if it is subject to Audit Committee approval based on criteria described in the Policy and Item 404 of Regulation S-K.

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

The Audit Committee may, in its sole discretion, approve or deny any Related Party Transaction. In the event a Related Party Transaction has not been previously approved under this Policy, the transaction will promptly be submitted to the Audit Committee, and the Audit Committee will review the Related Party Transaction in accordance with the criteria set forth in the Policy. The Audit Committee will evaluate all options, including without limitation, ratification, amendment or termination of the Related Party Transaction. Any such determination by the Audit Committee will be reported to the Board of Directors.

The terms Related Party Transactions and Immediate Family Member have the meanings as set forth in Item 404 of SEC Regulation S-K.

There have been no Related Party Transactions requiring disclosure under SEC rules in 2020 or 2021 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 presides at meetings of the Board, which ensures that our independent directors have a strong voice in the leadership of the Board and risk oversight.

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

Our Chairman of the Board is the primary point of consultation with the Nominating and Corporate Governance Committee regarding director nominations and process and management succession planning, which

we believe helps to maintain a strong and independent direction to our highest-level governance matters. We believe that this structure provides our Board with the greatest breadth of leadership and depth of experience, while also providing balance for the direction of the Company. It gives primary responsibility for our operational leadership to our CEO. The Chairman of the Board facilitates our Board’s independent oversight of management, enables communication between the management and the Board, and leads the Board’s consideration of governance matters. The Nominating and 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 2020 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 and each Committee.

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

Board Meetings

Our Board held seven meetings during 2020. Each of our current directors attended at least 75% of the aggregate of the Board meetings and meetings of Board committees of which they were a member during the periods they served in 2020.

Committees

In 2020, 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 which is available on the Governance section of our investor relations website https://investors.ansys.com/governance/.

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

Audit Committee

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

Our Audit Committee oversees our accounting and financial reporting process and the audit of our financial statements and monitors legal and regulatory compliance. The committee is responsible for, among other things:

Compensation Committee

*Mr. Calderoni will serve as Chair of the Compensation Committee as of the date of the 2021 Annual Meeting.

Each member of the Compensation Committee is independent as such term is defined in Rule 5605 of the Nasdaq listing requirements 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 oversees our compensation policies, plans and programs. The committee is responsible for, among other things:

Nominating and Corporate Governance Committee

*Mr. Vijayaraghavan will join and serve as the Chair of the Nominating and Corporate Governance Committee as of the date of the 2021 Annual Meeting.

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

Our Nominating and Corporate Governance Committee oversees and assists our Board in reviewing and recommending corporate governance policies and nominees for election to our Board and its committees. The committee is responsible for, among other things:

Strategic Partnerships and Transactions Committee

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

Our Strategic Partnerships and Transactions Committee oversees and assists our Board in reviewing potential mergers, acquisitions, dispositions, investments, joint ventures, collaborations, partnerships or similar transactions or arrangements. The committee is responsible for, among other things:

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 in some cases third party consultants or search firms. Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates. The Nominating and Corporate Governance Committee will also consider candidates recommended by stockholders, who are evaluated in the same manner as other director nominees. A stockholder submitting a

prospective nominee for the Board should follow the procedures described under “Stockholder Proposals and Nominations for the 2022 Annual Meeting.”

The Nominating and Corporate Governance Committee does not have specific minimum qualifications that must be met for a prospective director candidate to be nominated. However, in identifying potential candidates, it 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.

With the assistance of a third-party search firm, the Nominating and Corporate Governance Committee evaluated potential director candidates, including Mr. Frankola, who was first introduced to the Nominating and Corporate Governance Committee as a potential nominee by a current member of the Board.

The Board recommends each Class I director nominee for election by the Company’s stockholders at the 2021 Annual Meeting.

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 requirements. None of our executive officers serves as a member of the Compensation Committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.

Director Attendance at the 2020 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. Six of our nine directors serving at the time of our 2020 annual meeting 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 following cash and equity compensation for Board service. We also reimburse our non-employee directors for expenses incurred in connection with attending Board and committee meetings, assisting with other Company business, such as meeting with potential officer and director candidates, as well as continuing director education.

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

Compensation Committee. The Compensation Committee periodically reviews its independent executive compensation consulting firm, and also verifies annually the independence of any firm used to provide such support.

Cash Compensation

During 2020, our non-employee directors were entitled to receive the following cash fees:

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

Equity Compensation

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

The annual RSU awards will vest upon the earlier of one year after grant or the next annual meeting of stockholders, subject to accelerated or prorated vesting under certain circumstances such as death or disability or change in control of the Company. Shares of our common stock will generally be issued at, or shortly following, the vesting of the RSUs.

In connection with Ms. Anasenes’ departure from the Board and pursuant to the terms of the applicable RSU award agreement, the Board approved the pro rata vesting of her outstanding non-employee director RSU award, which was granted on May 15, 2020.

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. One of our non-employee directors elected to diversify a portion of his or her DSUs in 2020.

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 2020, each non-employee director 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 which contain these stock ownership guidelines are available on the Governance section of our investor relations website https://investors.ansys.com/governance/.

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 2021 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, 2021. 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 2021 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 2021.

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, 2020 and 2019, including the reviews of the financial statements included in our Form 10-Q filings and general accounting consultations.

“Audit fees” in 2020 and 2019 consisted of fees billed for professional services rendered for the audit of our annual financial statements and management’s report on internal control included in our annual reports on Form 10-K and for the review of the financial statements included in our quarterly reports on Form 10-Q, as well as services that generally only our independent registered public accountants can reasonably provide, including statutory audits and services rendered in connection with SEC filings.

“Audit-related fees” in 2020 and 2019 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, including financial and tax due diligence related to business acquisitions.

“Tax fees” in 2020 and 2019 consisted of fees billed for tax compliance, consultation and planning services. Tax fees in 2020 did not exceed aggregate audit and audit-related fees paid to Deloitte & Touche LLP, and $606,156 of the tax fees incurred in 2020 related to tax return preparation services. Tax fees in 2019 did not exceed aggregate audit and audit-related fees paid to Deloitte & Touche LLP, and $507,202 of the tax fees incurred in 2019 related to tax return preparation services.

All of the services described above related to audit fees, audit-related fees, and tax fees performed by Deloitte & Touche LLP in 2020 and 2019 were pre-approved by our Audit Committee in accordance with the pre-approval policy and procedures adopted by our Audit Committee and in effect for those fiscal years. The policy required that during each of the Audit Committee’s scheduled quarterly meetings, a description of services requested to be provided by the independent registered public accounting firm during the following quarter be submitted to the Audit Committee for approval. Any request for audit, audit-related, tax and other services not contemplated during the quarterly approval process were submitted to the Audit Committee for specific pre-approval and did not commence until such approval had been granted.

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

Overview

We are asking our stockholders to adopt and approve the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan (the “2021 Plan”) to continue our ability to provide to our non-employee directors, officers and other employees, and certain consultants, equity and cash incentive awards that reward their service and performance.

The number of shares authorized for issuance under the 2021 Plan is 4,400,000 plus (i) the total number of shares of common stock remaining available for issuance under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the “Predecessor Plan”) as of the effective date of the 2021 Plan plus (ii) any shares relating to outstanding awards under the Predecessor Plan or the 2021 Plan that are subsequently forfeited, as further described herein and in the 2021 Plan. As of March 5, 2021, an estimated 1,680,000 shares of common stock remained available for issuance under the Predecessor Plan, however, the number of shares of common stock to be assumed by the 2021 Plan will be equal to the actual number of shares of common stock remaining available for issuance under the Predecessor Plan as of the effective date of the 2021 Plan. The following table provides certain additional information regarding shares available for issuance and outstanding awards issued under the Predecessor Plan following the Company’s 2021 annual grants made before March 5, 2021:

* Includes DSUs and earned performance share units and assumes maximum performance for unearned performance share units outstanding under the Predecessor Plan.

The 4,400,000 proposed shares plus the 1,680,000 shares available for issuance for new awards under the Predecessor Plan as of March 5, 2021 results in a total of 6,080,000 shares that may be available for grants under the 2021 Plan if the 2021 Plan is approved by our stockholders. This amount would result in a basic share capital dilution of 9.28% as compared to Ansys’ peer group median of 10.3% positioning Ansys between the peer 25^th and 50^th percentiles. A description of the Ansys peer group companies is included in the “Compensation Discussion and Analysis” section of this proxy statement.

The following is a summary of the 2021 Plan, which is qualified in its entirety by the complete text of the 2021 Plan attached as Annex B to this proxy statement. To the extent the description below differs from the 2021 Plan text

in Annex B, the text of the 2021 Plan governs the terms and provisions of the 2021 Plan. Because Company directors and executive officers are eligible to receive awards under the 2021 Plan, they may be deemed to have a personal interest in the adoption of this proposal.

Purposes of the Proposal

Our Board and Compensation Committee determined that the adoption of the 2021 Plan is necessary to reward the service and performance of our non-employee directors, officers and other employees, and certain consultants. The Board believes that a long-term equity incentive program motivates and rewards our directors, executive officers and other key individuals for their contributions to our Company’s performance and serves to align long-term compensation with the performance of Company stock. Our Board recommends a vote for approval of the 2021 Plan because it will allow the Company to continue to use equity-based incentives and promote the goals of our compensation strategy. The 2021 Plan will only become effective subject to approval by our stockholders and, if it is not approved, the Predecessor Plan will continue to remain in effect. If the 2021 Plan is approved by the Company’s stockholders at the 2021 Annual Meeting, no grants will be made under the Predecessor Plan thereafter, provided that outstanding awards granted under the Predecessor Plan will continue unaffected by such stockholder approval. As the 2021 Plan will be a new plan for the Company, if approved by the Company’s stockholders at the 2021 Annual Meeting, it is not possible at present to determine the amount or form of any award that will be granted or available for grant to any person in the future under such plan.

Plan Summary

The following summary is of the 2021 Plan and this summary describes the material features of the 2021 Plan. The purposes of the 2021 Plan are to promote the interests of the Company and its stockholders by:

The 2021 Plan will generally be administered by our Compensation Committee. Employees (including officers), non-employee directors and certain consultants of the Company and our affiliates are eligible to receive awards

under the 2021 Plan based on the discretion of the Compensation Committee and its designees. As of December 31, 2020, approximately 4,800 of the Company’s employees and currently eight of our non-employee directors and none of our consultants are eligible to participate in the 2021 Plan in connection with their provision of services to Ansys.

In connection with the Board’s consideration of the 2021 Plan, the Board reviewed leading proxy advisory firms’ policies on equity-based compensation plans, the importance of long-term incentives in supporting the key objectives of the Company’s equity compensation program, and the overall dilution and value of the 2021 Plan as described above.

The 2021 Plan provides for the following award types: stock option rights, appreciation rights, restricted stock, restricted stock units (“RSUs”), cash incentives, performance shares, performance units and other awards. The Board recommends that our stockholders approve authorizing for issuance 4,400,000 shares of our common stock under the 2021 Plan, plus (i) the total number of shares of common stock remaining available for issuance under the Predecessor Plan as of the effective date of the 2021 Plan, plus (ii) any shares relating to outstanding awards under the Predecessor Plan or the 2021 Plan that are subsequently forfeited, as further described herein and in the 2021 Plan. As of March 5, 2021, an estimated 1,680,000 shares of common stock remained available for issuance under the Predecessor Plan, however, the number of shares of common stock to be assumed by the 2021 Plan will be equal to the actual number of shares of common stock remaining available for issuance under the Predecessor Plan as of the effective date of the 2021 Plan.

Certain Limitations on Awards

Under the 2021 Plan, the aggregate number of shares relating to incentive stock options (as defined in the 2021 Plan) may not exceed 4,400,000 shares. Notwithstanding anything in the 2021 Plan to the contrary, no non-employee director may be granted, in any one calendar year, aggregate compensation, in the form of cash and/or equity, for such service having an aggregate maximum value (measured at the grant date, as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes), in excess of $800,000. The 2021 Plan provides that the aggregate number of shares available for issuance under the 2021 Plan will be reduced by one share for each share subject to an award granted under the 2021 Plan. Subject to the terms of the 2021 Plan, if any award granted under the 2021 Plan is cancelled or forfeited, expires, is settled for cash, or is unearned, the common stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available for issuance under the 2021 Plan. The 2021 Plan further provides that (i) the number of shares of our common stock remaining available for awards under the Predecessor Plan as of the effective date of the 2021 Plan and (ii) if, after the effective date of the 2021 Plan, any common stock subject to awards granted under the Predecessor Plan is forfeited, or awards granted under the Predecessor Plan (in whole or in part) are cancelled or forfeited, expire, are settled for cash, or are unearned, the common stock available for issuance under the Predecessor Plan or subject to such awards, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, will be available for awards under the 2021 Plan.

Notwithstanding the foregoing, (i) shares of common stock withheld by the Company, tendered or otherwise used in payment of the exercise price of an option right will not be added back to the aggregate number of shares of common stock available under the 2021 Plan; (ii) shares of common stock withheld by the Company, tendered or otherwise used to satisfy tax withholding will not be added back to the aggregate number of shares of common stock available under the 2021 Plan; (iii) shares of common stock subject to a share-settled appreciation right that are not actually issued in connection with the settlement of such appreciation right on the exercise thereof will not be added back to the aggregate number of shares of common stock available under the 2021 Plan; and (iv) shares of common stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of option rights will not be added back to the aggregate number of shares of common stock available under the 2021 Plan. If a participant has elected to give up the right to receive cash compensation in exchange for shares based on fair market value, such shares will not count against the aggregate share limit of the 2021 Plan.

Awards may be granted under the 2021 Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, stock appreciation rights, restricted stock, restricted stock units or other share or share-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or any subsidiary. The awards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of the 2021 Plan and may

account for common stock substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted for differences in stock prices in connection with the transaction. Any common stock that is issued or transferred by, or that are subject to any awards that are granted by, or become obligations of, the Company will not reduce the shares of common stock available for issuance or transfer under the 2021 Plan or otherwise count against the share limits contained in the 2021 Plan and summarized above. In addition, no shares of common stock subject to an award that is granted by, or becomes an obligation of, the Company under the 2021 Plan, will be added to the aggregate share limit contained in the 2021 Plan.

Awards granted under the 2021 Plan may provide for the payment of dividends or dividend equivalents (other than in connection with option rights and appreciation rights), payable in cash, shares, other securities or other property; provided, however, that such dividends or dividend equivalents will only be paid to the participant if the underlying award vests and/or is earned. Except to the extent provided in the 2021 Plan, no award will be transferable by the participant, except by will or the laws of descent and distribution.

Minimum Vesting/Performance Period

Except in the case of substitute awards (as defined in the 2021 Plan) and cash incentive awards, awards granted under the 2021 Plan to participants will either be subject to a minimum vesting or minimum performance period, in the case of performance awards, of one year. Notwithstanding the foregoing, (i) the Compensation Committee may authorize acceleration of vesting of such awards in the event of the participant’s death, disability, termination of employment or service or the occurrence of a change in control (as defined in the 2021 Plan), (ii) the Compensation Committee may grant awards without the above-described minimum requirements with respect to awards covering up to 5% of the aggregate number of shares authorized for issuance under the 2021 Plan, and (iii) with respect to awards granted to non-employee directors, the vesting of such awards will be deemed to satisfy the minimum vesting requirement to the extent that the awards vest based on the approximate one-year period beginning on each regular annual meeting of the Company’s stockholders and ending on the date of the next regular annual meeting of the Company’s stockholders (provided that such approximate one-year period with respect to awards granted to non-employee directors may not be less than 50 weeks).

Eligible Participants

Under the 2021 Plan, the Compensation Committee may grant awards to the following persons providing services to the Company: (i) non-employee directors, (ii) officers or other employees of the Company or any subsidiary, including a person who has agreed to commence serving in such capacity within 90 days of the date of grant, or (iii) certain consultants as provided in the 2021 Plan.

Stock Option Rights

Stock option rights granted under the 2021 Plan may be either incentive stock options or non-qualified stock options. Incentive stock options may only be granted to

employees. Except with respect to substitute awards, incentive stock options and non-qualified stock options must have an exercise price per share that is not less than the fair market value of a share of our common stock on the date of grant. Each stock option will specify the vesting schedule, including any applicable performance objectives, and the option term may not extend for more than ten years after the date of grant. Each grant will specify the form of consideration to be paid in satisfaction of the exercise price, including (i) in cash, by check acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or constructive transfer to the Company of common stock owned by the optionee having a value at the time of exercise equal to the total exercise price, (iii) subject to any conditions or limitations established by the Compensation Committee, by the withholding of common stock otherwise issuable upon exercise of an option pursuant to a “net exercise” arrangement, (iv) by a combination of such methods of payment, or (v) by such other methods as may be approved by the Compensation Committee. Option rights may not provide for any dividends or dividend equivalents to be paid thereon.

Appreciation Rights

The 2021 Plan provides for the grant of appreciation rights. Except with respect to substitute awards, the base price of an appreciation right may not be less than the fair market value of a share of common stock on the date of grant. Each appreciation right will specify the vesting schedule, including any applicable performance objectives, and the term of an appreciation right may not extend more than ten years from the date of grant. An appreciation right may be paid in cash, shares of our common stock or any combination thereof. Appreciation rights may not provide for any dividends or dividend equivalents to be paid thereon.

Restricted Stock

Restricted stock may also be granted under the 2021 Plan. Restricted stock constitutes the immediate transfer of ownership of shares of our common stock to the participant in consideration of the performance of services, entitling such participant to voting, dividend and other ownership rights, subject to a substantial risk of forfeiture and restrictions on transfer for a period of time, each as determined by the Compensation Committee, or until certain performance objectives specified by the Compensation Committee are achieved. Each grant or sale of restricted stock may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of shares of our common stock on the date of grant.

Dividends and other distributions paid on or in respect of any shares of restricted stock may be paid directly to the participant or may be reinvested in additional shares of restricted stock, as determined by the Compensation Committee in its sole discretion, provided, however, that in all cases, such dividends and other distributions will be subject to the same restrictions on vesting, payment or otherwise as the underlying award.

Restricted Stock Units

The 2021 Plan provides for the grant of RSUs. RSUs awarded under the 2021 Plan constitute an agreement by the Company to deliver shares of our common stock, cash,

or a combination thereof, to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include the achievement of performance objectives) during the restriction period as the Compensation Committee may specify. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of shares of our common stock on the date of grant.

During the applicable restriction period, the participant will have no ownership, transfer or voting rights in the shares of our common stock underlying the RSUs. Rights to dividend equivalents may be extended to and made part of any RSU award at the discretion of and on the terms determined by the Compensation Committee; provided, however, that any dividend equivalents or other distributions on the shares of our common stock underlying the RSUs will be deferred until and paid contingent upon the vesting of such RSUs.

Cash Incentive Awards, Performance Shares and Performance Units

Performance shares, performance units and cash incentive awards may also be granted to participants under the 2021 Plan. A performance share is a bookkeeping entry that records the equivalent of one share of our common stock, and a performance unit is a bookkeeping entry that records a unit equivalent to $1.00 or such other value as determined by the Compensation Committee. Each grant will specify the number or amount of performance shares or performance units, or the cash amount payable with respect to cash incentive awards, being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.

These awards become payable to participants upon the achievement of specified performance objectives, and upon such terms and conditions as the Compensation Committee determines at the time of grant. Each grant will specify the performance objectives regarding the earning of the award. Each grant will specify the time and manner of payment of cash incentive awards, performance shares or performance units that have been earned, and any grant may further specify that any such amount may be paid or settled in cash, shares of our common stock, or any combination thereof. Any grant of performance shares or performance units may provide for the payment of dividend equivalents in cash or in additional shares of our common stock, provided that such dividend equivalents will be subject to deferral and payment on a contingent basis based on the earning and vesting of the performance shares or performance units, as applicable, with respect to which such dividend equivalents are paid.

The performance objectives that may apply with respect to awards of performance shares, performance units, or cash incentive awards (or, when so determined by the Compensation Committee, option rights, appreciation rights, restricted stock, RSUs, dividend equivalents or other awards pursuant to the 2021 Plan) may include (but are not limited to) objectives related to: earnings before interest, taxes, depreciation and amortization, income or net income (loss) (either before or after interest, taxes, depreciation and/or amortization), earnings, changes in the market price of common stock, funds from operations or similar measures, sales, bookings or revenue (including recurring revenue), annual contract value, billings,

economic value added, mergers, acquisitions or other strategic transactions, divestitures, financings, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, return on investments, assets, debt (including debt reduction), working capital, regulatory compliance, improvement of financial ratings, annual spend or license annual spend, equity investments, stockholder returns, orders, return on sales, marketing, gross or net profit levels, productivity, margins, operating efficiency, productivity, product innovation, number of customers, customer satisfaction and related metrics, individual performance, quality improvements, new product releases, growth or growth rate, intellectual property, expenses or costs (including cost reduction programs), implementation of projects or processes, employee engagement and satisfaction, diversity, environmental and social measures, information technology, technology development, human resources management, litigation, research and development, working capital, earnings (loss) per share of common stock, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. If the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the aforementioned performance objectives unsuitable, the Compensation Committee may in its discretion modify such performance objectives or the goals or actual levels of achievement regarding the performance objectives, in whole or in part, as the Compensation Committee deems appropriate and equitable.

Other Awards

Other awards may also be granted under the 2021 Plan that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares (including, without limitation, securities convertible into shares), as deemed by the Compensation Committee to be consistent with the purposes of the 2021 Plan. Cash awards, as an element of or supplement to any other award granted under the 2021 Plan, may also be granted. Subject to the terms of the 2021 Plan, the Compensation Committee may authorize the grant of shares of common stock as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the 2021 Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Compensation Committee in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee may, at or after the date of grant, authorize the payment of dividends or dividend equivalents on other awards on a deferred and contingent basis, either in cash or in additional shares of common stock; provided, however, that dividend equivalents or other distributions on common stock underlying awards granted will be deferred until and paid contingent upon the earning and vesting of such awards. These awards will provide for vesting and other terms as deemed appropriate by the Compensation Committee and consistent with the terms of the 2021 Plan.

Adjustments

The Compensation Committee will make or provide for such adjustments in the number of and kind of common

stock covered by outstanding awards granted under the 2021 Plan, in the exercise price and base price provided in outstanding option rights and appreciation rights, respectively, in cash incentive awards, and in other award terms, as the Compensation Committee, in its sole discretion, determines, in good faith, is equitably required to prevent dilution or enlargement of the rights of participants that otherwise would result from (i) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, (ii) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (iii) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of a change in control, the Compensation Committee may provide in substitution for any or all outstanding awards under the 2021 Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each option right or appreciation right with an exercise price or base price, respectively, greater than the consideration offered in connection with any such transaction or event or change in control, the Compensation Committee may in its discretion elect to cancel such option right or appreciation right without any payment to the person holding such option right or appreciation right. The Compensation Committee will also make or provide for such adjustments in the number of shares of common stock specified in the 2021 Plan as the Compensation Committee, in its sole discretion, determines, in good faith, is appropriate to reflect any transaction or event described therein.

Termination of Service and Change in Control

Except as otherwise determined by the Compensation Committee or provided by the Compensation Committee in an award agreement or other agreement, plan or arrangement to which a participant is a party or in which a participant participates, in the case of (i) a participant’s termination of employment and/or service at the Company and any subsidiary, and/or (ii) the occurrence of a change in control and a qualifying termination of employment, the 2021 Plan specifies certain accelerated and continued vesting terms applicable to outstanding awards.

The 2021 Plan includes a definition of “change in control.” In general, except as may be otherwise prescribed by the Compensation Committee in an award agreement or as otherwise provided in another plan or agreement applicable to a participant, a change in control will be deemed to have occurred upon the occurrence of any of the following events: (i) a person (as such term is described in the 2021 Plan) is or becomes the beneficial owner of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding securities (“voting securities”); (ii) the date a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election; or (iii) the consummation of (A) any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or

merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly, shares representing in the aggregate more than 50 percent of the combined voting power of the then outstanding securities of the company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), or (B) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company. However, a change in control will not be deemed to have occurred as the result of an acquisition of securities by the Company which, by reducing the number of shares of voting securities outstanding, increases the proportionate number of voting securities beneficially owned by any person to 50 percent or more of the combined voting power of the Company’s then-outstanding securities; provided, however, that if any person becomes the beneficial owner of any additional shares of voting securities (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities directly from the Company) and immediately thereafter beneficially owns 50 percent or more of the combined voting power of the Company’s then-outstanding securities, then a “change in control” shall be deemed to have occurred.

Death and Disability. Upon termination of employment or cessation of provision of services by a participant for reason of death or disability (as defined in the 2021 Plan): (i) any award (other than performance shares, performance units and cash incentive awards) then held by such participant will be immediately accelerated and become fully vested, exercisable and payable in accordance with the terms of the award agreement and, in the case of option rights and appreciation rights will expire on the earlier of (A) the date the option would have expired had the participant continued in such employment or service, and (B) one year after the date such participant’s employment or service ceases; and (ii) any performance shares, performance units and cash incentive awards then held by such participant will generally remain eligible to vest in accordance with their terms based upon achievement of the applicable performance condition and subject to the Company’s certification of the performance metric attainment, but on a prorated basis based upon the number of months that the participant provided services as a participant to the Company prior to the participant’s death or disability during the applicable performance period.

Cause. Upon termination of employment or service by the Company and any subsidiary for cause (as defined in the 2021 Plan and as determined by the Compensation Committee in its sole discretion), or under other circumstances provided by the Compensation Committee in its discretion in the applicable award agreement: (i) any award then held by such participant whose restrictions have not lapsed, which is not exercisable or which is not otherwise vested will automatically be forfeited in full and canceled by the Company upon such termination of employment or service; and (ii) any option rights and appreciation rights then held by such participant, to the extent vested and exercisable, will automatically expire on the earlier of (A) the date the option rights would have expired had the participant continued in such employment or service, and (B) three months after the date that such participant’s service ceases.

Qualified Retirement and Termination Without Cause. Upon termination of employment or cessation of provision of services by a participant for reasons of qualified retirement (as defined in the 2021 Plan) or due to a participant’s termination of employment by the Company and any subsidiary without cause (other than pursuant to the change in control provisions described below): (i) any award held by such participant whose restrictions have not lapsed, which is not exercisable or which is not otherwise vested will automatically be forfeited in full and canceled by the Company upon such termination of employment or service; and (ii) any option rights and appreciation rights then held by such participant, to the extent exercisable, shall automatically expire on the earlier of (A) the date the option right or the appreciation right would have expired had the participant continued in such employment or service, and (B) one hundred and eighty days after the date such participant’s employment or service ceases.

Other Non-Change in Control Termination Events. Upon termination of employment or cessation of provision of services by the participant for any reason other than death, disability, qualified retirement, due to termination by the Company and any subsidiary without cause (other than pursuant to the change in control provisions described below) or termination of employment or service by the Company and any subsidiary for cause (as determined by the Compensation Committee in its sole discretion), or under other circumstances provided by the Compensation Committee in its discretion in the applicable award agreement: (i) any award then held by such participant whose restrictions have not lapsed, which is not exercisable or which is not otherwise vested will automatically be forfeited in full and canceled by the Company upon such termination of employment or service; and (ii) any option rights and appreciation rights then held by such participant, to the extent exercisable, shall automatically expire on the earlier of (A) the date the option right or appreciation right would have expired had the participant continued in such employment or service, and (2) one hundred and eighty days after the date the such participant’s service ceases.

Change in Control Treatment of Awards. In the event of a change in control in which participants’ then-outstanding awards are assumed by the acquirer with the acquirer’s issuance of replacement awards (as defined in the 2021 Plan) to participants, such replacement awards will be subject to terms and conditions no less favorable than the prior awards and will accelerate and vest if a participant’s employment or service with the acquirer terminates without cause during the 18-month period following the change in control and, in the case of performance awards, be deemed achieved at target. If the participants’ then-outstanding awards are not assumed by the acquirer in a change in control, upon a change in control, the participants’ then-outstanding awards will (to the extent not already vested and exercisable) become fully vested and exercisable and, in the case of performance awards, be deemed achieved at target.

Amendment and Termination

The Board generally may amend the 2021 Plan at any time and from time to time in whole or in part. However, if any amendment (i) would materially increase the benefits accruing to participants under the 2021 Plan, (ii) would materially increase the number of shares of our common stock which may be issued under the 2021 Plan, (iii) would

materially modify the requirements for participation in the 2021 Plan, or (iv) must otherwise be approved by our stockholders in order to comply with applicable law or the Nasdaq listing requirements, then such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained.

Subject to the terms of the 2021 Plan, the Compensation Committee may amend the terms of any award, prospectively or retroactively. Except as otherwise provided in the 2021 Plan, no such amendment will materially impair the rights of any participant without his or her consent. Further, if permitted by Section 409A of the Code, but subject to the terms of the 2021 Plan, to the extent a participant holds an option right or appreciation right not immediately exercisable in full, or any restricted stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or any RSUs as to which the restriction period has not been completed, or any cash incentive awards, performance shares or performance units which have not been fully earned, or any dividend equivalents or other awards made pursuant to the 2021 Plan subject to any vesting schedule or transfer restriction, or who holds common stock subject to any transfer restriction imposed under the 2021 Plan, the Compensation Committee may, in its sole discretion, provide for continued vesting or accelerate the time at which such option right, appreciation right or other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such restriction period will end or the time at which such cash incentive awards, performance shares or performance units will be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under any such award.

The Board may, in its discretion, terminate the 2021 Plan at any time. Termination of the 2021 Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination.

Notwithstanding the foregoing or any provision of the 2021 Plan or an award agreement to the contrary, the Compensation Committee, may at any time (without the consent of participants), modify, amend, or terminate any or all of the provisions of the 2021 Plan or an award agreement to the extent necessary to conform the provisions of the 2021 Plan and/or the award agreement with Section 409A of the Code or any other provision of the federal income tax laws, regardless of whether such modification, amendment or termination of the 2021 Plan and/or award agreement shall adversely affect the rights of a participant, and to enable the 2021 Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations.

No Repricing

Except in connection with a corporate transaction or event described in the 2021 Plan or in connection with a change in control, the terms of outstanding awards may not be amended to reduce the exercise price of outstanding option rights or the base price of outstanding appreciation rights, or cancel outstanding “underwater” option rights or appreciation rights (including following a participant’s voluntary surrender of “underwater” option rights or

appreciation rights) in exchange for cash, other awards or option rights or appreciation rights with an exercise price or base price, as applicable, that is less than the exercise price of the original option rights or exercise price of the original appreciation rights, as applicable, without approval by the stockholders.

Withholding

To the extent that the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a participant or other person under the 2021 Plan, and the amounts available to the Company for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of the Compensation Committee) may include relinquishment of a portion of such benefit. If a participant’s benefit is to be received in the form of common stock, and such participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Compensation Committee, the Company will withhold shares of common stock having a value equal to the amount required to be withheld. Notwithstanding the foregoing, when the participant is required to pay the Company an amount required to be withheld under applicable income, employment, tax or other laws, the participant may elect, unless otherwise determined by the Compensation Committee, to satisfy the obligation, in whole or in part, by having withheld, from the shares of common stock required to be delivered to the participant, shares of common stock having a value equal to the amount required to be withheld or by delivering to the Company other shares of common stock held by such participant. The Compensation Committee may also provide for automatic and mandatory withholding of shares of common stock from an award by the Company in connection with the participant’s satisfaction of such obligations. The common stock used for tax or other withholding will be valued at an amount equal to the fair market value of such common stock on the date the benefit is to be included in participant’s income. In no event will the fair market value of the common stock to be withheld and delivered exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences and (ii) such additional withholding amount is authorized by the Compensation Committee.

Clawback

Any award agreement may reference a clawback policy of the Company or provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Compensation Committee from time to time, if a participant, either (i) during employment or other service with the Company or a subsidiary, or (ii) within a specified period after termination of such employment or service, engages in any detrimental activity, as described in the applicable award agreement or such clawback policy. In addition, notwithstanding anything in the 2021 Plan to the contrary, any award agreement or such clawback policy may also provide for the cancellation or forfeiture of an award or the

forfeiture and repayment to the Company of any common stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Compensation Committee or under Section 10D of the Exchange Act and any applicable rules or regulations promulgated by the SEC or any national securities exchange or national securities association on which the common stock may be traded.

U.S. Federal Income Tax Consequences

The following is a brief summary of certain of the United States federal income tax consequences applicable to our 2021 Plan participants and the Company, and is based upon an interpretation of present federal tax laws and regulations and may be inapplicable if such laws and regulations are changed. This summary, which is presented for the information of stockholders concerning how to vote on this proposal and not for 2021 Plan participants, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Incentive Stock Option Rights. Options granted under the 2021 Plan and designated as incentive stock options are intended to qualify under Section 422 of the Code. Under the provisions of Section 422 and the related regulations, an optionee who has been granted an incentive stock option will not recognize income and the Company will not be entitled to a deduction at the time of the grant or exercise of the option; provided, however, that the difference between the value of the common stock received on the exercise date and the exercise price paid is an item of tax preference for purposes of determining the optionee’s alternative minimum tax. The taxation of gain or loss upon the sale of the common stock acquired upon exercise of an incentive stock option depends, in part, on whether the holding period of the common stock is at least (i) two years from the date the option was granted and (ii) one year from the date the common stock was transferred to the optionee. If this holding period is satisfied, any gain or loss recognized on a subsequent disposition of the common stock will be treated as a long-term capital gain or loss. If this holding period is not met, then, upon such “disqualifying disposition” of the common stock, the optionee generally will recognize compensation, taxable as ordinary income, in an amount equal to the excess of the fair market value of the common stock at the time of exercise over the option price, limited, however, to the gain on sale. Any further gain or loss recognized by the optionee generally will be taxed as short-term or long-term capital gain or loss depending on the holding period. If the optionee recognizes ordinary income upon a disqualifying disposition, the Company generally will be entitled to a tax deduction in the same amount. If, however, the optionee meets the applicable holding period, the Company will generally not be entitled to a tax deduction with respect to capital gains recognized by the optionee. If an incentive stock option is exercised at a time when it no longer qualifies as an incentive stock option, the option will be treated as a nonqualified stock option.

Nonqualified Stock Option Rights and Appreciation Rights. An optionee will generally not recognize income at the time a nonqualified stock option is granted. Rather, the optionee recognizes compensation, taxable as income, only when the nonqualified stock option is exercised. The

amount of income recognized is equal to the excess of the fair market value of the common stock received over the exercise price. Generally, the Company, subject to any Section 162(m) limitation, will be entitled to a tax deduction in an amount equal to the ordinary income recognized by the optionee. Upon a subsequent disposition of the common stock acquired under a nonqualified stock option, the optionee will recognize short-term or long-term capital gain or loss depending on the holding period.

Stock appreciation rights are treated very similar to nonqualified stock options for tax purposes. A participant receiving a stock appreciation right will not normally recognize any taxable income upon the grant of the stock appreciation right. Upon the exercise of the stock appreciation right, the participant will recognize compensation taxable as ordinary income equal to either: (i) the cash received upon the exercise or (ii) if common stock is received upon the exercise of the stock appreciation right, the fair market value of the common stock received. Generally, the Company, subject to any Section 162(m) limitation, will be entitled to a tax deduction in an amount equal to the ordinary income recognized by the participant.

Unrestricted Stock and Other Stock-Based Awards. The tax consequences of receiving common stock pursuant to a stock award under our 2021 Plan are similar to receiving cash compensation from the Company, unless the common stock awarded is restricted stock (i.e., subject to a substantial risk of forfeiture). If the shares of common stock are unrestricted (i.e., not subject to a substantial risk of forfeiture), the participant must recognize compensation, taxable as ordinary income equal to the fair market value of the common stock received less any amount paid for common stock. The federal income tax consequences of other stock-based incentive awards will depend on how the awards are structured. Generally, the Company, subject to any Section 162(m) limitation, will be entitled to a deduction with respect to other incentive awards only to the extent that the recipient recognizes ordinary income in connection with such awards.

Restricted Stock. A participant that receives a restricted stock award under the 2021 Plan will normally not be required to recognize income for federal income tax purposes at the time of grant, nor is the Company entitled to any deduction, to the extent that the common stock awarded has not vested (i.e., no longer subject to a substantial risk of forfeiture). When any part of a restricted stock award vests, the participant will recognize compensation taxable as ordinary income in an amount equal to the fair market value of the vested common stock on the vesting date. The participant may, however, make an election, referred to as a Section 83(b) election, within thirty days following the grant of the restricted stock award, to be taxed at the time of the grant of the award based on the fair market value of the common stock on the grant date (determined without regard to the restrictions). If a Section 83(b) election has not been made, any dividends received with respect to the restricted stock award prior to the lapse of the restrictions will be treated as additional compensation that is taxable as ordinary income to the participant. Generally, the Company, subject to any Section 162(m) limitation, will be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of the vested common stock, the participant will recognize short-term or long-term capital gain or loss depending on the holding period.

Restricted Stock Units. A participant who receives restricted stock units will not recognize taxable income, and the Company is not entitled to a deduction, at the time of grant. Rather, upon the settlement of units, the recipient of such units generally will be subject to tax at ordinary income rates on the fair market value of any common stock issued or cash paid in settlement of the award of such units, and the Company generally, subject to any Section 162(m) limitation, will be entitled to a deduction equal to the amount of the ordinary income recognized by the recipient. If the recipient receives shares of common stock upon settlement then, upon disposition of such shares, appreciation or depreciation after the settlement date is treated as either short-term or long-term capital gain or loss, depending on how long the shares have been held.

Performance Awards. A participant generally will not recognize income upon the grant of a performance award. Upon payment of the performance award, the participant will recognize compensation, taxable as ordinary income, in an amount equal to the cash received or, if the performance award is payable in common stock, the fair market value of the common stock received. When the participant recognizes ordinary income upon payment of a performance award, the Company generally, subject to any Section 162(m) limitation, will be entitled to a tax deduction in the same amount.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ANSYS INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN.

Accordingly, we ask our stockholders to vote “FOR” the following resolution at the 2021 Annual Meeting:

“RESOLVED, that the stockholders approve, on a non-binding, advisory basis, the compensation paid to the named executive officers, as disclosed in the proxy statement for the 2021 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 March 15, 2021.

Ajei S. Gopal Biographical information for Dr. Gopal is set forth in “Proposal 1: Election of Three Class I Directors for Three-Year Terms– Continuing Directors Following the 2021 Annual Meeting.”

Nicole Anasenes joined Ansys’ management team in December 2020 as Senior Vice President and assumed the role of Chief Financial Officer in March 2021. Ms. Anasenes was a member of the Company’s Board of Directors from July 2018 until December 2020. From 2016 until March 2020, Ms. Anasenes served as Chief Financial Officer and Chief Operating Officer of Squarespace, Inc., which sells subscription software to help customers establish and manage their online presence and stores. From 2013 to 2015, she served as Chief Financial Officer of Infor, a cloud application software company. Before joining Infor, from 2002 to 2013, she worked at IBM in various leadership positions in corporate finance, M&A and market development.

Shane R. Emswiler is Senior Vice President of Products. From October 2019 to October 2020, he was Senior Vice

President and General Manager, Physics business units. He served as Vice President of the mechanical, fluids and electronics business units from April 2017 until October 2019. From 2010 until 2017, he served as Vice President and General Manager of the electronics business unit. Prior to this, Mr. Emswiler served as Chief Financial Officer of Ansoft Corporation, a company acquired by Ansys in 2008.

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

Richard S. Mahoney is Senior Vice President of Worldwide Sales and Customer Excellence. Mr. Mahoney joined the Company in December 2016 as Vice President and was

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

Maria T. Shields is Senior Vice President of Administration. She served as our Chief Financial Officer from September 1998 until February 2021 and served as a Vice President from May 1998 until April 2018, when she was promoted to Senior Vice President. Ms. Shields joined the Company in September 1994 as our Corporate Controller. Prior to joining the Company, Ms. Shields held various positions as a CPA with Deloitte & Touche LLP, including that of audit manager.

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, 2020 are Ajei S. Gopal, Maria T. Shields, who completed service as our Chief Financial Officer on February 28, 2021 and now serves as Senior Vice President of Administration, Richard S. Mahoney, Shane R. Emswiler, and Nicole Anasenes, who joined the Company’s management team in December 2020 as a Senior Vice President after serving as a member of the Board and assumed the role of Chief Financial Officer on March 1, 2021.

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 influenced by the 50^th 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 target total compensation that is influenced by the upper quartile of the peer group.

Our Compensation Committee ensures that the total compensation paid to our named executive officers is 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.

Fiscal 2020 Financial Highlights

We reported GAAP revenue of $1.7 billion for the year ended December 31, 2020, an increase of 11% in reported currency and 10% in constant currency, when compared to the year ended December 31, 2019. We reported GAAP diluted earnings per share of $4.97 for fiscal 2020 compared to $5.25 for fiscal 2019. Non-GAAP diluted earnings per share was $6.70 for fiscal 2020 compared with $6.58 for fiscal 2019. ACV was $1.6 billion, an increase of 11% and 9% in reported and constant currency, respectively, when compared to fiscal 2019. Non-GAAP operating margin was 43% and deferred revenue and backlog was $967.1 million at December 31, 2020, an increase of 11% over December 31, 2019. Financial results included operating cash flows of $547.3 million for 2020, an increase of 9%, when compared to the prior year.

Our three-year total shareholder return was 144.42% for fiscal 2020 and our stock price hit an all-time high of $370 per share in fiscal 2020.

In addition, we delivered strong long-term TSR as indicated by the chart below, which shows how a $100 investment in Ansys on December 31, 2015 would have grown to $393.30 on December 31, 2020. The chart also compares the TSR of an investment in our common stock to the same investment over the last five years in the S&P500 Index, the Nasdaq Composite Stock Market Index, the Nasdaq 100 Index and a peer group consisting of Autodesk, Inc., Cadence Design Systems, Inc., Dassault Systemes SE, PTC Inc., Synopsys, Inc., Altair Engineering Inc. and Aspen Technology, Inc.

2020 Business Progress

On April 1, 2020, Ansys acquired Lumerical Inc., a leading developer of photonic design and simulation tools. The acquisition added photonic products to our portfolio, providing our customers with a full set of solutions to solve their next-generation product challenges. On December 1, 2020, we acquired Analytical Graphics, Inc., a premier provider of mission-simulation, modeling, testing and analysis software for aerospace, defense and intelligence applications. This acquisition expanded the scope of our offerings, empowering users to solve challenges by simulating from the chip level all the way to a customer’s entire mission.

2020 Say-on-Pay

Our Compensation Committee met to determine the compensation of our named executive officers for 2021 in February 2021. Approximately 83% of our stockholders voting on the 2020 Say-on-Pay proposal approved the compensation of our named executive officers at our 2020 annual meeting. The Compensation Committee considered the results of the 2020 non-binding advisory Say-on-Pay proposal in connection with the discharge of its responsibilities regarding executive compensation and at that time determined that the vote result did not indicate that the Committee should consider changes to the program based on the vote.

Objectives of Our Compensation Program

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

Role of Compensation Consultant

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

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 2020 did not raise any conflicts of interest.

Role of Compensation Committee and Executive Officers in Compensation Decisions

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

For 2020, Dr. Gopal prepared an analysis for the Compensation Committee recommending each element of compensation to be paid to all other executive officers. The Compensation Committee considered his recommendations, along with an analysis from Compensia, in approving the compensation of our other executive officers.

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

Peer Group Considerations

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

The peer group used to assess the competitiveness of our 2020 compensation consisted of the following companies:

We ranked at the 45^th percentile on revenue, 53^rd percentile on 30-day average market cap, 24^th percentile on number of employees and 83^rd percentile on operating income within this group when Compensia conducted the analysis in August 2019.

Components of Compensation Program and Fiscal 2020 Compensation

Our executive compensation program consists of the following principal components:

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:

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

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

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:

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.

2020 Base Salaries

The table below sets forth the 2020 annual base salaries for our named executive officers:

* Ms. Anasenes joined the Company’s management team in December 2020 after serving as a member of the Board and was not included in the peer group market data provided by Compensia.

For Dr. Gopal, Ms. Shields and Mr. Mahoney, base salary increases reflect annual adjustments based on peer group market data provided by Compensia, the recommendations of Dr. Gopal (other than with respect to his own base salary), and individual performance. Mr. Emswiler’ s 2020 base salary increase reflects his promotion to Senior Vice President in late 2019.

Performance Based Cash Bonuses

A key compensation objective is to have a significant portion of each named executive officer’s compensation tied to our performance. In support of this objective, we generally provide annual performance-based cash bonuses for our named executive officers, based on achievement against corporate and individual performance objectives established at the beginning of the calendar year. Performance-based cash bonuses are designed to reward executives based on the achievement of our financial goals

as well as individual performance goals tied to the executive’s functional role. Executives are assigned a target bonus opportunity each year. Actual bonus awards are calculated based on our financial performance during the year and achievement of individual performance results. At the beginning of 2020, the Board approved the performance objectives for the Company that the Compensation Committee and Dr. Gopal used to design our named executive officers’ cash bonus opportunity for 2020. The Compensation Committee set both individual and Company metrics.

The Compensation Committee determined that non-GAAP revenue and non-GAAP operating income were the appropriate metrics to measure short term company performance. Annex A includes a reconciliation to GAAP of non-GAAP revenue and non-GAAP operating income for the year ended December 31, 2020, each of which is used to measure Company performance for purposes of executive compensation. The weighting of non-GAAP revenue and non-GAAP operating income to determine the performance based annual cash bonus is set forth in the tables below.

⁽¹⁾ Payout at Maximum for Dr. Gopal is 200%

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

Non-GAAP revenue is calculated in accordance with GAAP for the year ended December 31, 2020 and then adjusted to (i) reflect results at planned foreign currency exchange rates, (ii) exclude the impact of acquisitions not contemplated in our 2020 budget, specifically AGI, and (iii) include revenue not reported during the period as a result of acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations.

Non-GAAP operating income is calculated in accordance with GAAP for the year ended December 31, 2020 and then adjusted to (i) reflect results at planned foreign currency exchange rates, (ii) exclude the impact of acquisitions not contemplated in our 2020 budget, specifically AGI, and (iii) include the additional adjustments to GAAP described in Annex A.

The individual results are determined for each of our named executive officers by using qualitative goals that are established at the beginning of the fiscal year. The Compensation Committee reviews and approves the CEO’s qualitative goals, which are aimed at implementing the Company’s strategic objectives. The CEO then leads a discussion with the Compensation Committee about the qualitative goals of the named executive officers, which are intended to implement the CEO’s goals and the primary areas of focus of the relevant functional duties. Each qualitative goal of the named executive officers takes into account the strategic priorities of the Company and the most impactful way in which the relevant business unit or function can meet the Company’s overall targets. These qualitative individual goals are challenging, yet attainable. Due to their long-term strategic nature, we do not disclose details of the goals tied to the individual results. For the named executive officers, the qualitative goals for 2020 included operational improvements to support the business as it scales, talent acquisition diversity objectives to attract, retain and promote diverse top talent, successful completion of acquisitions and partnerships in line with strategic objectives and the seamless integration of newly acquired companies, extension of core technologies to adjacent technologies, and strengthening investor engagement.

2020 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:

*Ms. Anasenes joined the Company’s management team in December 2020 after serving as a member of the Board and therefore did not receive a cash bonus based on the methodology described above.

2020 Actual Performance Based Cash Bonus Payments

We achieved the following results as it relates to the 2020 Performance Based Cash Bonus metrics:

Applying straight line interpolation to calculate the payouts based on Company performance against these targets resulted in a payout of 101.2% for Ms. Shields, Mr. Mahoney and Mr. Emswiler and a payout of 102.6% for our CEO due to a maximum payout potential of 200% of target. As a result of individual performance results of 200% for Dr. Gopal and 150% for each of Ms. Shields, Mr. Mahoney and Mr. Emswiler, the Compensation Committee awarded cash bonuses in the following amounts:

Long-Term Equity Compensation

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

PSUs align our executive officers’ pay to our financial performance based on specific metrics. The Compensation Committee determined that ACV, non-GAAP operating cash flows, and a metric based on our TSR compared to the return on the Nasdaq Composite Index (the “Index”) were the appropriate metrics to measure longer term company performance for purposes of the regular-cycle three-year PSUs, as they provided a thoughtful 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 our peer company compensation practices. For the reasons described above, we believe that the combination of PSUs and RSUs motivates and retains our valued executive officers. In the future, we may introduce other forms of equity compensation to our executive officers that are also aligned with the interests of our stockholders.

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

Similar to previous years, the Compensation Committee decided to grant an equal distribution of PSU and RSU awards for 2020. Each named executive officer received 50% of their target long-term equity compensation in the form of RSUs and 50% of their target long-term equity compensation in the form of PSUs. 80% of the PSUs were based on metrics related to the Company’s financial performance (the “Operating Metric PSUs”) and 20% of the PSUs were based on the Company’s three-year relative TSR (the “TSR PSUs”).

Performance Metrics for 2020 PSU Awards

For the 2020 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, 2022. 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, 2020) and the return of the 10-trading day average price at the end of the relevant period (December 31, 2022). The 2020 TSR PSUs will be earned at 100% if our TSR equals the return of the Index at the end of the cumulative three-year performance period.

The target award is reduced by three percentage points for each percentage point by which the return of the Index exceeds our TSR and is reduced to zero percent if the return of the Index exceeds our TSR by twenty-five percentage points or more. In a change from previous years’ awards, if we have a negative TSR but it is still higher than the Index, a maximum of 100% of the target may be earned. Previously, zero percent of the target award would be earned if both return rates were negative and the return of the Index exceeded our TSR performance over the three-year performance period. We made this change with respect to the 2020 TSR PSUs to align the program with peer and broad market practices.

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

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

Please see “Grants of Plan-Based Awards in Fiscal 2020 Table” for additional information on these equity awards.

For the Operating Metric PSUs, three one-year sub-performance periods are used to measure performance against annual goals that are determined by

the Compensation Committee at the beginning of the relevant year. At the end of each sub-performance period, performance against the pre-established goals is measured and certified. Upon the achievement of these goals, the shares will vest at the end of the three-year performance period, with payment being contingent upon the named executive officer’s continued employment.

For the 2020 sub-performance period of the 2018, 2019, and 2020 Operating Metric PSUs, the Compensation Committee selected ACV with an operating cash flows modifier, each adjusted to exclude significant one-time or unusual charges or benefits if determined to be appropriate by the Compensation Committee, as the relevant metric (as further described below).

ACV is a financial metric we introduced in 2018 for which there is no comparable GAAP measure. It is calculated as follows:

To arrive at adjusted ACV, we calculated ACV for the year ended December 31, 2020 and then excluded the impact of acquisitions not contemplated in our 2020 budget, specifically AGI.

Operating cash flow was calculated in accordance with GAAP for the year ended December 31, 2020 and then adjusted to (i) reflect results at planned foreign currency exchange rates and (ii) exclude the impact of acquisitions not contemplated in our 2020 budget, specifically AGI.

2020 PSU Awards

Each named executive officer received 50% of their target long-term equity compensation in the form of PSUs, 80% of which are based on metrics related to the Company’s financial performance (ACV and non-GAAP operating cash flows) and 20% of which are based on the Company’s three-year relative TSR.

TSR Metric

As described above, the 2020 TSR PSUs are based on our TSR as compared to the return of the Index at the end of a three-year performance period ending December 31, 2022.

Operating Metric

In 2020, we achieved adjusted ACV of $1,596.4 million and non-GAAP operating cash flows of $549.0 million resulting in a payout at 82.9% of target for the first sub-performance period of the 2020 Operating Metric PSUs. The underlying shares for the first sub-performance period will vest three years from the grant date contingent upon the named executive officer’s continued employment through the vesting date.

2020 RSU Awards

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

2018 and 2019 PSU Awards

TSR Metric

The 2018 TSR PSUs were paid out following the end of a three-year period ended December 31, 2020. The TSR calculation was based upon the return of the 10-trading day average price of the Company and the Index preceding the start of the performance period (January 1, 2018) and the return of the 10-trading day average price at the end of the relevant tranche period (December 31, 2020). For the 2020 TSR PSUs, the results were as follows:

Under the terms of the award, maximum payout (200%) of the tranche occurred if the Company’s TSR outperformed the Index by 25 percentage points or more. The Company’s TSR outperformed the Index by 60.05 percentage points resulting in the maximum payout of 200%.

This resulted in the following share payouts to our Named Executive Officers:

The 2019 TSR PSUs measure our TSR as compared to the Index at the end of a three-year period ending December 31, 2021 and will pay out, if earned, following the end of that period.

Operating Metric

Under the terms of the 2018 Operating Metric PSUs, the 2020 third sub-performance period was earned at 82.9% based on the performance scale described above. Upon the completion of the performance period for this award, the following shares were paid out for the three sub-performance periods:

For the 2019 Operating Metric PSU awards, the 2020 second sub-performance period was earned at 82.9% based on the performance scale described above. The underlying shares for the second sub-performance period will vest three years from the grant date contingent upon the named executive officer’s continued employment through the vesting date.

Grants to Ms. Anasenes

On December 8, 2020, Ms. Anasenes joined the Company’s management team as a Senior Vice President after serving as a member of the Board, and in March 2021 assumed the role of Chief Financial Officer. In connection with her appointment as Senior Vice President, on December 8, 2020, Ms. Anasenes received (i) an equity grant of $2,000,000 in the form of RSUs, which vest ratably on the first, second and third anniversaries of the grant date, subject to Ms. Anasenes’ continued employment with the Company, and (ii) an equity grant of $2,000,000 in the form of PSUs (at a target award level), which will vest and be paid, if at all, after the end of the performance period ending on December 31, 2022, based on the achievement of ACV and operating margin performance goals, subject to Ms. Anasenes’ continued employment with the Company (“Special PSUs”). For additional information regarding the terms of this PSU award, see the “Long-Term Performance-Based Equity Grant for Select Key Executives” section in Ansys’ Proxy Statement for the 2020 Annual Meeting, filed with the SEC on March 21, 2020.

Other Compensation Policies and Information

Employee Benefits and Perquisites

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

We provide limited perquisites to our executives. We have no deferred compensation, pension arrangements, post-retirement health coverage or similar benefits for our executives that are not generally available to other eligible employees, other than as provided under the Executive Severance Plan, details of which are included below under “Employment, Severance and Change in Control Agreements.” In addition, in 2019 we started to pay for the cost of financial planning services provided by a third party to assist our executives with managing complex investment, tax, legal and estate planning matters so that the executives could remain focused on our business priorities rather than personal financial concerns. While we pay for the cost of this voluntary benefit, the executive is responsible for the taxes on the value of this benefit.

Stock Ownership Guidelines

The Board believes that directors and senior officers should hold a meaningful financial stake in the Company to further align their interests with those of our stockholders and to build an ownership mentality among our senior employees. As a result, the Board has adopted stock ownership guidelines for senior management. The Board most recently reviewed and modified these guidelines as of January 1, 2021. These modifications included the usage of our new career framework levels to define ownership requirements as well as the expansion of retention requirements to managerial vice presidents.

Equity Grant Policy

Under the Equity Grant Policy, all equity granted under our equity incentive plans, and the terms and conditions governing such grants, must be authorized and approved

by our Compensation Committee. Our Compensation Committee must authorize and approve any changes to the terms and conditions of any grant and any exceptions to our Equity Grant Policy.

Our Compensation Committee may authorize block grants of options, RSUs, or PSUs for employees who are not our executive officers or directors and may delegate the allocation of awards under these blocks to our CEO, Chief Financial Officer, General Counsel and/or Vice President of Human Resources.

Our Compensation Committee has delegated to our CEO and Vice President of Human Resources authority to make awards under the following three types of equity blocks: (i) new hire RSU grants of up to $500,000 per new hire, so long as the aggregate number of grants in a calendar year does not exceed the applicable total number of shares approved by the Compensation Committee for such block grant; (ii) grants of RSUs to current employees for the achievement of extraordinary objectives or for special retention purposes of up to $150,000 per employee (known as “recognition and retention grants”), so long as the aggregate number of shares subject to grants in a calendar year does not exceed the applicable total number of shares approved by the Compensation Committee for such block grant; and (iii) stock option or RSU grants to new employees acquired in connection with designated business combinations, not to exceed an aggregate grant date fair value of ten percent (10%) of the purchase price of each delegated business combination or such higher amount as may be approved by the Compensation Committee. No grant date may precede the date the grant was authorized by our Compensation Committee. The grant or exercise price for all grants will be the fair market value per share of the stock on the grant date unless such date falls on a non-trading day. The number of shares subject to the RSU and PSU awards will be based on the average closing price per share of the stock over the 20 trading days immediately preceding and including the grant date.

Clawback of Compensation

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

Anti-Hedging and Anti-Pledging Policy

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

exchange funds), or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities that are (i) granted to them by us as part of their compensation or (ii) held, directly or indirectly, by them.

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

Post-Employment Compensation

Retirement Benefits

We do not provide pension arrangements or post-retirement health coverage for our executives or employees, except as provided in certain employment agreements as required under local law, or our Executive Severance Plan. Our U.S.-based employees are eligible to participate in our 401(k) plan or that of one of our subsidiaries. In any plan year, we will contribute to each participant a matching contribution as follows: a dollar-for-dollar match for the first 3% an employee contributes to their 401(k) account, and a 25% match on the next 5% an employee contributes, for a maximum matching payment by us of 4.25%. All executives are eligible to participate in the retirement plans offered generally to employees in the location where they are employed.

Nonqualified Deferred Compensation

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

Employment, Severance and Change in Control Agreements

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

Dr. Gopal Employment Agreement

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

Under the terms of the Gopal Agreement, in the event that Dr. Gopal’s employment with us is terminated by us without “Cause” or as a result of his resignation with “Good Reason,” (each as defined in the Gopal Agreement) Dr. Gopal will be entitled to (i) receive an amount equal to two times the sum of his then effective base salary plus his target bonus, payable over 24 months in equal installments, (ii) in certain circumstances, a monthly payment would be made by us of an amount equal to the employer health insurance contribution amount that would have been paid in respect of Dr. Gopal for at most 24 months following such termination and (iii) the period of time during which Dr. Gopal may exercise his vested stock options shall be extended to the longer of (x) three months

after his date of termination or (y) seven days after the commencement of our first open trading window that occurs after the date of termination, but in no event later than the 10-year expiration date of such options.

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

Dr. Gopal has agreed to be subject to certain non-competition, non-solicitation and non-hire provisions during the term of his employment and for 24 months following the termination of his employment, subject to certain limited exceptions.

Executive Severance Plan

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

Pursuant to the Executive Severance Plan, covered executives whose employment with us is terminated for any reason other than for cause, death or disability will receive a lump-sum severance payment equal to the sum of six months’ base salary and target bonus and an amount equal to the earned, but unpaid, portion of the covered executive’s target bonus, as well as 12 months’ health and welfare benefits and outplacement services up to $15,000. In the event the employment of a covered executive is terminated for any reason other than for cause, death or disability, or by the covered executive with good reason, in either case within 18 months after a change in control of the Company and without cause, the covered executive will (a) receive a lump-sum severance payment equal to the sum of 12 months’ base salary and target bonus and an amount equal to the earned, but unpaid, portion of the covered executive’s target bonus, (b) receive 12 months’ health and welfare benefits and outplacement services up to $15,000 and (c) have all outstanding stock options and other outstanding stock-based awards accelerate and become fully exercisable and non-forfeitable as of the date of such termination of employment.

All of our executive equity award agreements are subject to “double- trigger” vesting, meaning that if within eighteen months of a change in control, an executive’s employment is terminated without cause or is terminated

by such executive after any adverse modification of his or her duties, principal employment location or compensation, then all stock options and other equity incentives awarded to that employee would become fully vested.

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

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

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

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

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