CADENCE DESIGN SYSTEMS INC (CDNS)
Sector: Information Technology
2026 Annual Meeting Analysis
CADENCE DESIGN SYSTEMS INC · Meeting: May 7, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director with extensive semiconductor and technology executive experience; CDNS 3-year TSR of +35.3% outperforms the disclosed peer group median of +23.4% by +11.9pp, well below the 65pp underperformance threshold needed to trigger a vote against; no overboarding, attendance, or independence concerns.
Director since 2020 with strong financial expertise as a former CFO at Arista Networks; CDNS stock performance versus peer group does not trigger any policy concern, and no overboarding, attendance, or independence issues were identified.
Director since 2020, serves as Audit Committee Chair with deep financial expertise as a former CFO and Big 4 partner; CDNS peer-relative TSR is comfortably within policy thresholds, and no other concerns were identified.
CEO and director since 2021; CDNS 3-year TSR of +35.3% outperforms the disclosed peer group median by +11.9pp, which does not trigger the TSR underperformance threshold for executive directors; no other governance concerns apply.
Director since January 2025, joined less than 24 months ago and is therefore exempt from the TSR underperformance trigger under policy; brings deep semiconductor CEO experience from Xilinx and is a former Cadence executive.
Independent Board Chair since 2023 with strong technology and IT executive background; CDNS stock performance relative to peers does not trigger any policy concern, and no overboarding, attendance, or independence issues were identified.
Director since 2021 with deep technology, AI, and cybersecurity expertise from Microsoft; CDNS peer-relative TSR is well within policy thresholds, and no overboarding, attendance, or independence concerns were identified.
Long-tenured director since 2011 with exceptional semiconductor and electrical engineering expertise as a Stanford professor; CDNS 3-year TSR outperforms the peer group median and does not trigger any underperformance policy threshold.
Co-founder of a Cadence predecessor and director since 1992 with irreplaceable EDA industry expertise; CDNS stock performance relative to the disclosed peer group does not trigger any policy concern despite his very long tenure.
Director since 2013 with broad semiconductor and venture capital investment expertise; CDNS peer-relative TSR of +11.9pp above the peer median is well within policy thresholds, and no overboarding, attendance, or independence concerns were identified.
Joined the Board on January 1, 2026, less than 24 months ago and therefore exempt from the TSR underperformance trigger under policy; brings deep nanoelectronics and semiconductor R&D expertise as CEO of imec.
All eleven director nominees receive a FOR vote. CDNS's 3-year TSR of +35.3% outperforms the disclosed compensation peer group median of +23.4% by +11.9pp — far below the 65pp underperformance threshold that would trigger votes against incumbent directors. No directors have overboarding issues, attendance problems, independence conflicts, or familial relationships with management. Two recently appointed directors (Gavrielov, joining January 2025; Van den hove, joining January 2026) are within the 24-month exemption window and not subject to the TSR trigger regardless.
Say on Pay
✓ FORCEO
Anirudh Devgan
Total Comp
$56,683,576
Prior Support
89%%
Prior-year Say on Pay support was approximately 89%, well above the 70% threshold that would require a No vote absent remediation. CEO total compensation of approximately $56.7 million is elevated for a large-cap technology company, but the compensation structure is heavily performance-based — featuring a Long-Term Performance program that requires roughly doubling the company's market value within five years and newly introduced performance stock awards tied to operating income growth and relative total shareholder return — meaning the majority of pay is genuinely at risk based on outcomes. CDNS's 3-year TSR of +35.3% outperforms the disclosed peer group median of +23.4% by +11.9pp, supporting the conclusion that above-peer incentive pay was earned through above-peer stock performance, and the company has a meaningful clawback policy in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
6 yrs
Audit Fees
$5,782,000
Non-Audit Fees
$130,000
PwC has served as Cadence's auditor since February 2020 (approximately 6 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (tax fees of $128,000 plus other fees of $2,000, totaling approximately $130,000) represent only about 2.2% of audit fees of $5,782,000, far below the 50% threshold that would trigger a vote against. PwC is a Big 4 firm appropriate for a $77 billion market cap technology company, and no material financial restatements were identified.
Overall Assessment
The 2026 Cadence Design Systems annual meeting ballot presents four proposals: election of eleven directors, an equity plan amendment, an advisory Say on Pay vote, and auditor ratification. All standard proposals (director elections, Say on Pay, auditor ratification) receive FOR votes under this policy — CDNS stock has outperformed its disclosed compensation peer group over three years, the compensation program is predominantly performance-based with strong governance features, PwC is a well-tenured Big 4 auditor with minimal non-audit fees, and prior Say on Pay support was a healthy 89%.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing