2021 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT LETTER TO OUR STOCKHOLDERS Dear Stockholder, As Synopsys approaches our 35th anniversary in 2021, we want to thank you for your support and the trust you have placed in our team. From the beginning, our goal has been to manage the Our Technology business for the long-term benefit of our customers, stockholders and employees. And we’re happy to say that during a momentous 2020, we continued to do just that. We focus our We effectively navigated an unprecedented pandemic and geopolitical stress, delivering technology around outstanding business results. Our employees’ agility and commitment were truly exemplary. three essential pillars. Within a matter of a couple of weeks, we successfully completed transitioning nearly our entire team – more than 15,000 employees – to working remotely. We joined forces with our customers to ensure seamless collaboration and support. Despite these challenges, we built considerable financial, technology and customer momentum. For the year, we delivered more than 20% non-GAAP earnings per share growth and record cash flow through nearly 10% revenue growth and substantial expansion of non-GAAP operating Silicon Design & margin. In addition, significant non-cancellable backlog and a predominantly recurring revenue Verification model provide a solid level of predictability not typically seen in software companies. Build high-performance silicon chips, faster Contributing to these results were customer adoptions of key next-generation products introduced over the past few years, which have strengthened our long-standing technology and market leadership. Our objective is to further build on this momentum with several groundbreaking innovations that we launched in 2020. Across the globe, our products are used to enable virtually every electronic device we rely on today to live, work and play – from enabling low-power computing for home and office, gaming Silicon IP and photo sharing; to bringing safety and security to automobiles; to ensuring healthcare Integrate more providers can operate securely; to powering the wearables we use to track and improve our capabilities on SoCs fitness and well-being. (system on chip), But our strong belief is that it’s not sufficient to simply provide technology, however necessary faster and sophisticated it is. We must be responsible citizens and leaders in how we manage Synopsys' strategy and operations, how we act as stewards of our environment, and how we advance positive social impact. In 2020, we made good progress across the board. You’ll read about many of these developments in this proxy and our upcoming second annual CSR Report, but let us highlight a Software Security few. Quality • We are battling climate change through a combination of direct improvements in our Build secure, high- operations and influence in our communities around the world. In 2020, we achieved quality software, faster CarbonNeutral certification for the second year in a row and announced a pledge to reduce our greenhouse gas emissions by 25% by 2024 over our 2018 baseline. • Our Inclusion & Diversity program is built on the premise that our many perspectives inspire innovation. Our I&D efforts have led to notably expanded female representation across the company and enhanced gender diversity on our board, now with three female board members. • A key component to our business success is how much we value our team. To help us effectively manage our talent, we regularly track employee engagement through all-employee surveys. Our recent high scores were particularly gratifying during this unusual year. We also made it a priority to frequently reach out to our team on a variety of topics, including asking how we can help them increase productivity working from home, providing resources for physical and mental health, and giving managers tools they can use in their everyday interactions. Future goals are as important as current achievements. As we move through 2021 and beyond, we are working diligently to help ensure a better, more sustainable future. Our objective is to set meaningful goals, take concrete actions, track our progress and report on our evolution to all of our stakeholders. Our board of directors and executive team look forward to continuing our resolute efforts to bring ongoing, long-term value to our stockholders, employees, customers and communities. Thank you for your support. Aart de Geus Chi-Foon Chan Co-Chief Executive Officer and Co-Chief Executive Officer and Chairman of the Board of Directors President 2021 Proxy Statement 1 NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS Date and Time Location Who Can Vote April 8, 2021 (Thursday) Online at Stockholders as of 8:00 AM (Pacific Time) www.virtualshareholder February 9, 2021 are meeting.com/SNPS2021 entitled to vote. Dear Stockholder, You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Synopsys, Inc., a Delaware corporation, which will be held virtually via live webcast on April 8, 2021, at 8:00 a.m. Pacific Time. You will be able to attend and participate in the annual meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SNPS2021. Due to the continued public health impact of the novel coronavirus (COVID-19) and to support the health and well-being of our stakeholders and their families, our Board of Directors has decided to hold a virtual annual meeting via live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting. If the public health conditions regarding COVID-19 improve, we intend to hold an in-person 2022 annual meeting of stockholders. We are holding the meeting for the following purposes, which are more fully described in the attached Proxy Statement. VOTING ITEMS Board Vote For Further Proposals Recommendation Details 1. To elect nine directors nominated by our Board of Directors to hold office until the next annual “FOR” each director nominee Page 9 meeting of stockholders or until their successors have been elected 2. To approve our 2006 Employee Equity Incentive Plan, as amended, in order to, among other “FOR” Page 30 items, increase the number of shares available for issuance under the plan by 4,700,000 shares 3. To approve, on an advisory basis, the compensation of our named executive officers, as “FOR” Page 41 disclosed in this Proxy Statement 4. To ratify the selection of KPMG LLP as our independent registered public accounting firm for “FOR” Page 74 the fiscal year ending October 30, 2021 5. To vote on a stockholder proposal regarding special stockholder meetings, if properly presented “AGAINST” Page 77 at the meeting We will also consider any other business that properly comes before the annual meeting or any adjournment or postponement thereof. As of the close of business on February 9, 2021, we are not aware of any other matters to be submitted for consideration at the annual meeting. All of our stockholders of record at the close of business on February 9, 2021 are entitled to attend and vote at the annual meeting. A list of registered stockholders entitled to vote at the meeting will be available for ten days prior to the meeting. If you want to inspect this list, email our Investor Relations department at [email protected]. The list will also be available during the meeting by following the instructions located at www.virtualshareholdermeeting.com/SNPS2021. Whether or not you plan to attend the annual meeting, we urge you to cast your vote in advance of the annual meeting via the Internet, by telephone or by returning the proxy card or voting instructions. For most items being put to a vote, if you do not provide voting instructions in person (virtually), via the Internet, by telephone, or by returning the proxy card or voting instruction card, your shares will not be voted. Please vote as promptly as possible. Every stockholder vote is important. Sincerely yours, John F. Runkel, Jr. General Counsel and Corporate Secretary Mountain View, California February 18, 2021 HOW TO VOTE Internet Telephone Mail www.proxyvote.com 1-800-690-6903 Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting to Be Held on April 8, 2021 The Proxy Statement and our 2020 Annual Report on Form 10-K will be available to stockholders at http://www.proxyvote.com on or about February 22, 2021. 2 TABLE OF CONTENTS Letter to Our Stockholders 1 Notice of 2021 Annual Meeting of Stockholders 2 Proxy Statement Summary 4 Corporate Governance 9 PROPOSAL 1 — Election of Directors 9 Board of Directors 10 Board of Directors Role and Responsibilities 17 Board of Directors Structure 22 Board of Directors Practices, Policies and Processes 25 Director Compensation 27 PROPOSAL 2 — Approval of Our 2006 Employee Equity Incentive Plan, as Amended 30 Purpose and Background 30 Important Features of the 2006 Employee Plan 31 New Plan Benefits and Historical Grant Information 31 Description of the 2006 Employee Plan, as Amended 33 PROPOSAL 3 — Advisory Vote to Approve Executive Compensation 41 Compensation Discussion and Analysis 41 Compensation Committee Report 62 Compensation Committee Interlocks and Insider Participation 63 Executive Compensation Tables 64 Pay Ratio Disclosure 72 Equity Compensation Plan Information 73 Audit Matters 74 PROPOSAL 4 — Ratification of Selection of Independent Registered Public Accounting Firm 74 Fees and Service of Independent Registered Public Accounting Firm 74 Audit Committee Pre-Approval Policies and Procedures 75 Audit Committee Report 75 Stockholder Proposal 77 PROPOSAL 5 — Shareholder Right to Call a Special Shareholder Meeting 77 Security Ownership of Certain Beneficial Owners and Management 79 Additional Information 81 About the Annual Meeting 81 Other Matters 85 Appendix 86 2021 Proxy Statement 3 PROXY STATEMENT SUMMARY We are providing these proxy materials to you in connection with Synopsys’ 2021 Annual Meeting of Stockholders to be held virtually via live webcast on Thursday, April 8, 2021 at 8:00 a.m.