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Committee Composition

Overview
MSC.Software's Board of Directors consists of 7 members, 6 of which are independent. All members of the Company's Board Committees are independent.

Board Committees and Committee Composition
Although the full Board considers all major decisions of the Company, the Board has established several standing committees to more fully address certain areas of importance to the Company. The three standing committees of the Board are the:

• Audit Committee
• Governance and Nominating Committee
• Compensation Committee

The membership during the last fiscal year and the functions of each of the committees are described below. Each of the committees operates under a written charter adopted by the Board. The Committees are currently composed as follows:

= Chair = Member

	Audit	Governance and Nominating	Compensation
William Weyand
Chairman and CEO Mr. Weyand assumed the role of chairman and CEO of MSC Software in February 2005. Mr. Weyand was Chairman and CEO of Structural Dynamics Research Corporation (SDRC) from 1997 to 2001. During that time, he redefined SDRC's strategic direction to capitalize on new growth opportunities, establishing the company as a market leader in Product Lifecycle Management (PLM) solutions. Under his direction, SDRC acquired seven companies. In 2001, he successfully facilitated the sale of SDRC to Electronic Data Systems (NYSE: EDS) for $1 billion. Prior to joining SDRC, Mr. Weyand served as Executive Vice President of Measurex Corporation, where he refocused the company's sales strategy to increase its market share to more than 50 percent. Previously, he held several senior sales and marketing positions at Cygnet Systems, Avco Corporation and Chomerics. Mr. Weyand also serves on the boards of Riverstone Networks (Nasdaq: RSTN), Ascential Software (Nasdaq: ASCL), Pavilion Technologies Inc. and Radiance Technologies. He serves on the board of the Ohio River Valley Chapter of the Arthritis Foundation and as a trustee of Nichols College.
Donald Glickman
Lead Director An MSC Software board member since 1998, Mr. Glickman currently serves the board on the governance and nominating committee and as chairman of the audit committee. He was also recently appointed as Lead Director to act as the principal liaison between the board and the Company's executive management Since 1992, Mr. Glickman has been a general partner at J.F. Lehman Company where he manages a private equity fund. Prior to his current position, Mr. Glickman has held executive finance and investment banking positions at Peter J. Solomon Company, Shearson Lehman Hutton, First National Bank of Chicago and Suez-American Corporation. Mr. Glickman holds a bachelors of science degree in mechanical engineering from Cornell University and an MBA from the Harvard Graduate School of Business Administration.
Randolph H. Brinkley
Director An MSC Software board member since 2007, Mr. Brinkley currently serves the board on the governance and nominating committee and the compensation committee. Mr. Brinkley was formerly the CEO of Rocketplane Kistler, a commercial space transportation company formed in 2004. Before that he was President of Boeing Satellite Systems Inc, the world's largest manufacturer of commercial satellite systems and prior to that was Senior Vice President of Programs for Hughes Space and Communications Company. Mr. Brinkley was the NASA Program Manager for the International Space Station (ISS) and was responsible for the integration of Russia's participation in the ISS Program. Prior to this, he was the Mission Director of the Hubble Space Telescope Repair Mission. From 1990 to 1992 he managed research and development activities for advanced aircraft systems and technologies at McDonnell Douglas Corporation. Prior to his senior management experience in the aerospace industry, Mr. Brinkley served in the U.S. Marine Corps for 25 years. He has received numerous national and international awards for his achievements in aerospace. He was inducted into the Smithsonian's Aviation Hall of Fame for his efforts as Program Manager of NASA's ISS Program. Since 1999, he has served as a limited partner and senior executive advisor to J.F. Lehman & Company. Mr. Brinkley is also a member of the Advisory Board to Boston University's Metropolitan College.
William F. Grun
Director An MSC Software board member since 1998, Mr. Grun currently serves the board on the audit committee and as chairman of the governance and nominating committee. Mr. Grun is a private investor and consultant with extensive experience in successfully managing companies in the software, engineered products and professional services businesses. From 1996 to 1999, Mr. Grun served as President and Chief Operating Officer of Optum Software. Prior to that he was an executive with AlliedSignal (now Honeywell International) where he held several positions including President of Aerospace Systems and Equipment. Mr. Grun holds a bachelors of science degree in industrial engineering from Cornell University and an MBA from the Harvard Graduate School of Business Administration.
Ashfaq A. Munshi
Director An MSC Software board member since 2005, Mr. Munshi currently serves the board on the audit committee and as chairman of the compensation committee. Mr. Munshi is the founder, CEO and chairman at Radiance Technologies, Inc., and the founder and a board member of Vivecon. Prior to 2000, Mr. Munshi acted as the founding advisor for SupplyBase Inc. and was the founder, CEO and Chairman of SpecialtyMD.com. During his career, Mr. Munshi has held senior positions at Applied Materials, SGI, and Oracle. Mr. Munshi performed his graduate studies in business at the Stanford Executive Program and graduate studies in computer science at Brown University and the University of California at Santa Cruz. He holds a bachelors degree in physics and applied mathematics from Harvard.
George N. Riordan
Director Mr. Riordan served as Chairman of the Board of MSC Software from February 1997 until December 1998. Mr. Riordan currently serves the board on both the compensation committee and the governance and nominating committee. Since 1991, Mr. Riordan has been a financial consultant who advises corporations in financing, recapitalization, mergers and acquisitions and leveraged buyouts. Prior to his current position, Mr. Riordan was an investment banker - as an officer or managing director - at a number of investment banks in both New York City and Los Angeles, including Lehman Brothers, Blyth, Paine Webber, Prudential Bache and Dean Witter Reynolds. Mr. Riordan has served as a director for a number of publicly held companies including Arctic Enterprises, Visual Graphics Corporation, Quantronix Corp., Pancho's Mexican Buffet and Louis Galoob Toys. Mr. Riordan holds a bachelors of science degree from Cornell University and an MBA from the Harvard Graduate School of Business Administration.
Robert A. Schriesheim
Director Mr. Schriesheim is currently executive vice president, chief financial officer and a director at Lawson Software, the third largest publicly traded provider of enterprise resource planning software solutions worldwide. Formerly, he was a general partner for ARCH Development Partners, a seed stage venture capital fund focused on information technology and services as well as life sciences. Prior to ARCH, he was executive vice president, corporate development and chief financial officer for Global Telesystems, a $1 billion publicly-traded company based in London. He also served as president and chief executive officer of SBC Equity Partners, a bank-affiliated private equity firm. Mr. Schriesheim sits on the boards of publicly traded Lawson Software, Skyworks Solutions, Alyst Acquisition Corporation and, until its recent sale to ATT, was a director of Dobson Communications. He holds an undergraduate degree from Princeton University and an MBA from the University of Chicago Graduate School of Business.

Audit Committee. Currently, the Audit Committee is comprised of Messrs. Glickman, Grun, Munshi, and Schriesheim with Mr. Glickman serving as Chairman. The Audit Committee met 15 times during 2005. The Board has determined that each of the directors who presently serves on the committee, qualifies as an independent director under applicable NASDAQ rules and SEC Rule 10A-3, is able to read and understand fundamental financial statements as required by NASDAQ rules, and qualifies as an "audit committee financial expert" under applicable SEC rules.

The Audit Committee works closely with management as well as the Company's independent auditors. The Audit Committee oversees the Company's internal accounting and operational controls as well as its financial and regulatory reporting; selects the Company's independent auditors and assesses their performance on an ongoing basis; reviews the Company's interim and year-end financial statements and audit findings with management and the Company's independent auditors; reviews the Company's general policies and procedures regarding audits, accounting and financial controls; reviews the scope and results of the auditing engagement and the extent to which the Company has implemented changes suggested by the auditors; reviews the results of each audit by the Company's independent auditors and discusses with them any factors that may affect their independence, including, without limitation, the provision of any non-audit services; performs other oversight functions as requested by the full Board; and reports activities performed to the full Board. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

Governance and Nominating Committee. The Governance and Nominating Committee is comprised of Messrs. Grun, Riordan, Brinkley and Glickman, each of whom the Board has determined is independent under applicable NASDAQ rules. Mr. Grun is the Chairman of the Governance and Nominating Committee. The Governance and Nominating Committee met five times during 2005. e Governance and Nominating Committee identifies individuals qualified to become Board members, consistent with criteria approved by the Board; oversees the organization of the Board to discharge the Board's duties and responsibilities properly and efficiently; and identifies best practices and recommends corporate-governance principles, including giving proper attention, and effective responses, to stockholder concerns regarding corporate governance. Other specific duties and responsibilities of the Governance and Nominating Committee include: annually assessing the size and composition of the Board; developing membership qualifications for Board committees; defining specific criteria for director independence in the context of applicable SEC and other regulatory requirements; monitoring compliance with Board and committee membership criteria; annually reviewing and recommending directors for continued service; coordinating and assisting management and the Board in recruiting new Board members; recommending Board committee assignments; and overseeing the evaluation of the Board and management. The Chairman of the Governance and Nominating Committee receives communications directed to non-management directors.

Compensation Committee. The Compensation Committee is currently comprised of Messrs. Munshi, Riordan, Brinkley, and Schriesheim, each of whom is independent, with Mr. Munshi as the Chairman. The Compensation Committee met seven times during 2005.
The Compensation Committee reviews, evaluates and makes recommendations to the Board on the Company's overall compensation policies. Other duties of the Compensation Committee include: reviewing and approving goals and objectives relevant to the CEO's compensation, evaluating the CEO's performance in light of those goals and objectives, and setting the CEO's compensation level, including salary, participation in incentive plans and other benefits; considering and approving the compensation arrangements for other executive officers of the Company, including salary, participation in incentive plans and other benefits; and administering the Company's incentive compensation plans.

Lead Director
In March 2003, the Board created a new position of Lead Director. The independent directors appoint the Lead Director annually and the independent directors designated Mr. Glickman to serve in this position for 2005 and have done so again for 2006.

The Lead Director's primary responsibilities are the following:

• Assist the Board in assuring compliance with and implementation of the Company's governance guidelines.
• Act as the principal liaison between independent directors and the Chief Executive Officer on certain issues.
• Coordinate the agenda for and chairing executive sessions of the independent directors.