DEF 14A of Mobileye Global Inc.
Filed Apr 26, 2024 · FY20230001104659-24-053008
Proposal 1: Election of Directors
Proposal 1: Election of Directors
Proposal 1: Election of Directors
| PROPOSAL 1 | Election of Directors | | Recommendation of the Board | | | Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated the 8 individuals listed below to serve as directors. Our nominees include three independent directors, as defined in the rules for companies traded on the Nasdaq Global Select Market (“Nasdaq”), one first-time director nominee, Christoph Schell, and one Mobileye officer, Professor Amnon Shashua. Patrick P. Gelsinger has served as the Chair of the Board since September 2022. Seven of our director nominees currently serve on the Board. The incumbent director nominees were elected upon the consummation of our initial public offering in October 2022, except for Professor Amnon Shashua, who has served as a director since our original founding in 1999, and Patrick P. Gelsinger, who was appointed the Chair of our Board in September 2022. Effective as of April 15, 2024, Jon M. Huntsman, Jr. resigned as a director of the Board. Term & Service. Each director’s term runs from the date of their election until our next annual stockholders’ meeting and until their successor (if any) is elected or appointed. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the individuals named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board, or the proxies may vote just for the remaining nominees, leaving a vacancy that the Board may fill at a later date. However, we have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. Voting and Election. Our Amended and Restated Bylaws (“Bylaws”) provide that a director nominee is elected only if they receive a plurality of the votes cast with respect to their election. As a result, any shares not voted “FOR” a particular candidate, whether as a result of a “WITHHOLD” vote or broker non-vote, will not be counted in such candidate’s favor and will have no effect on the election results. For more information, see “Additional Meeting Information; How do I vote?” on page 44. If a | | The Board recommends that you vote “FOR” the election of each of the following nominees. • Director nominees with diverse leadership, industry, and technology experience • Three of our eight director-nominees are independent |
Proposal 1: Election of Directors
| nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” Biographical Information. For each of the 8 director nominees standing for election, the following pages set forth certain biographical information, including a description of their principal occupation, business experience, and the primary qualifications that the Nominating and Corporate Governance Committee considered in recommending them as director nominees, as well as the Board committees on which each director nominee will serve as of the 2024 Annual Stockholders’ Meeting. |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Amnon Shashua CEO and President Age: 63 Director Since: 2022 | COMMITTEES None |
DIRECTOR NOMINEES
Amnon Shashua is our co-founder and has been serving as our Chief Executive Officer and President since 2017 and as a director since our original founding in 1999. He served as a Senior Vice President at Intel Corporation (“Intel”) from 2017 to 2022, following our acquisition by Intel. Professor Shashua founded Mobileye in 1999. In addition to Mobileye, Professor Shashua has founded a number of startups in the fields of computer vision and machine learning, including CogniTens, which develops comprehensive dimensional measurement systems, which he founded in 1995 and has since been acquired, OrCam, which harnesses computer vision and AI to assist the visually and hearing impaired, which he co-founded in 2010 and serves as its Co-Chairman, and AI21 Labs, which works to use AI to understand and create natural language, which he co-founded in 2017 and serves as its Chairman. In 2019, Professor Shashua founded One Zero Digital Bank, a digital bank in Israel. In December 2021, Professor Shashua co-founded Mentee Robotics, which aims to build humanoid robots and has since been serving as its Chairman. Professor Shashua holds the Sachs Chair in Computer Science at the Hebrew University of Jerusalem, where he teaches and supervises graduate students. He has published 162 papers in the field of machine learning and computational vision and holds over 94 patents. Professor Shashua has been awarded prestigious prizes for his contributions to science and technology and is also the 2020 Dan David laureate in the field of AI, awarded for his ground-breaking work in the field. In 2019, he was recognized as the Electronic Imaging Scientist of the Year by the Society for Imaging Science and Technology. Professor Shashua and his team were also finalists in the European Inventor Awards of 2019, awarded by the European Patent Office. In July 2022, Professor Shashua received the Mobility Innovator Award from the Automotive Hall of Fame. In March 2023, Professor Shashua received the Israel Prize for Lifetime Achievement from the Israel Ministry of Education. We believe Professor Shashua’s perspective and experience as our co-founder and Chief Executive Officer, as well as his insight and proficiency in computer vision and machine learning, make him well qualified to serve as a director.
DIRECTOR NOMINEES
| Patrick P. Gelsinger Chair Age: 63 Director Since: 2022 | COMMITTEES None |
DIRECTOR NOMINEES
Patrick P. Gelsinger has been the chair of our Board since September 2022. He has been serving as a director and the Chief Executive Officer of Intel since February 2021. Mr. Gelsinger joined Intel from VMware, Inc., a provider of cloud computing and virtualization software and services, where he served as Chief Executive Officer from September 2012 to February 2021. Mr. Gelsinger also served as a member of the board of directors of VMware, Inc. from September 2012 to April 2021. Prior to joining VMware, Mr. Gelsinger served as President and Chief Operating Officer, EMC Information Infrastructure Products at EMC Corp., a data storage, information security, and cloud computing company, from September 2009 to August 2012. Mr. Gelsinger’s career began at Intel, where he spent 30 years before joining EMC Corp. During his initial tenure at Intel, Mr. Gelsinger served in a number of roles, including Senior Vice President and Co-General Manager of the Digital Enterprise Group from 2005 to September 2009, Senior Vice President, Chief Technology Officer from 2002 to 2005, and leader of the Desktop Products Group prior to that. Mr. Gelsinger was selected to serve on our Board because, as a seasoned industry veteran with over 40 years of experience in semiconductor, software, and cloud computing and data storage industries and in his role as Intel’s Chief Executive Officer, he brings significant senior leadership, global, industry, human capital, sales, operating, business development and M&A, and public company board experience to our Board. Furthermore, Mr. Gelsinger has gained extensive operating and manufacturing, sales, emerging technologies, M&A, and information security experience from serving in a variety of senior management roles, including Chief Executive Officer and Chief Operating Officer, at leading multinational software, information security and computing companies. Mr. Gelsinger also brings human capital and technical experience from his various senior leadership roles. We believe Mr. Gelsinger’s above-described experiences make him well qualified to serve as a director.
DIRECTOR NOMINEES
| Eyal Desheh Age: 72 Director Since: 2022 INDEPENDENT | COMMITTEES A (Chair) and C |
DIRECTOR NOMINEES
Eyal Desheh has served as a director of Mobileye since October 2022. Mr. Desheh served as Chairman of the board of directors of Isracard Ltd. (TLV: ISCD) from 2017 to 2020. Before Isracard, Mr. Desheh served as Executive Vice President and Chief Financial Officer of Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) from 2008 to 2017. Before Teva Pharmaceutical, Mr. Desheh served as Executive Vice President and Chief Financial Officer of Check Point Software Technologies Ltd. (Nasdaq: CHKP) from 2000 to 2008, Chief Financial Officer of Scailex Corporation Ltd. (formerly known as Scitex Corporation Ltd. (Nasdaq: SCTX)) (TLV: SNCM) from 1996 to 2000, and as Deputy Chief Financial Officer at Teva Pharmaceutical Industries Ltd. from 1989 to 1996. Mr. Desheh currently serves as Chairman of MigVax Ltd. and Tevel Aerobotics Technologies Ltd. Mr. Desheh also serves on the board of directors of Cytoreason Ltd., One Zero Digital Bank Ltd., OrCam Technologies Ltd., and Factoree Ltd. Mr. Desheh previously served on our Board from 2014 to 2018. From 2013 to 2016, Mr. Desheh served on the board of directors of Stratasys LTD (Nasdaq: SSYS). Mr. Desheh also currently serves as chairman of the audit committee of Or Shalom and as a member of the Executive Committee of the Board of Governors of The Hebrew University of Jerusalem. Mr. Desheh earned his B.A. and M.B.A. from The Hebrew University of Jerusalem. We believe Mr. Desheh’s extensive financial expertise, experience on a public company audit committee, and leadership experience as Chief Financial Officer make him well qualified to serve as a director.
DIRECTOR NOMINEES
| Claire C. McCaskill Lead Independent Director Age: 70 Director Since: 2022 INDEPENDENT | COMMITTEES A and G |
DIRECTOR NOMINEES
Claire C. McCaskill has served as a director of Mobileye since October 2022. Senator McCaskill has been serving as a political analyst for NBCUniversal Media, LLC and as a Corporate Speaker through the Washington Speakers Bureau since 2019. Prior to joining NBCUniversal and the Washington Speakers Bureau, Senator McCaskill served as a United States Senator from Missouri from 2007 to 2019, as State Auditor of Missouri from 1999 to 2007 and as elected County Prosecutor for Jackson County from 1992 to 1999. Senator McCaskill earned her B.A. and J.D. from the University of Missouri. We believe Senator McCaskill’s extensive experience in government as an elected official, which provides our Board with important insight on government relations at the state, federal, and international levels, and her legal background, make her well qualified to serve as a director.
DIRECTOR NOMINEES
| Christine Pambianchi Age: 55 Director Since: 2022 | COMMITTEES C (Chair) and G |
DIRECTOR NOMINEES
Christine Pambianchi has served as a director of Mobileye since October 2022. Ms. Pambianchi has been serving as an Executive Vice President and Chief People Officer at Intel since 2021. Prior to joining Intel, Ms. Pambianchi served as an Executive Vice President and Chief Human Resources Officer at Verizon Communications Inc. (NYSE: VZ) from 2019 to 2021. Before Verizon, Ms. Pambianchi held several positions with Corning Incorporated (NYSE: GLW), including Executive Vice President, People & Digital from 2018 to 2019, Chief Human Resource Officer from 2008 to 2019, and Senior Vice President, Human Resources from 2000 to 2018. Ms. Pambianchi is a member of the board of directors of the National Academy of Human Resources Foundation, the Center for Advanced Human Resources Studies at Cornell University, the HR Policy Association, the Health Transformation Alliance, the Center for Executive Succession at the University of South Carolina Darla School of Management, and the Lumina Foundation. Ms. Pambianchi earned her B.A. from Cornell University. We believe Ms. Pambianchi’s extensive human capital experience and senior leadership positions with public companies in the technology and manufacturing sectors make her well qualified to serve as a director.
DIRECTOR NOMINEES
| Frank D. Yeary Age: 60 Director Since: 2022 INDEPENDENT | COMMITTEES A and C |
DIRECTOR NOMINEES
Frank D. Yeary has served as a director of Mobileye since October 2022. Mr. Yeary has been serving as Managing Member at Darwin Capital Advisors LLC, a private investment firm, since 2012. Prior to founding Darwin Capital Advisors LLC, Mr. Yeary served as Co-Founder and Executive Chairman of CamberView Partners, LLC, a corporate governance and stockholder engagement advisory firm, from 2012 to 2018. Before CamberView, Mr. Yeary served as Vice Chancellor of the University of California, Berkeley from 2008 to 2012. Mr. Yeary also served as Managing Director, Global Head of M&A from 2003 to 2008 and as a member of the Management Committee from 2001 to 2008 at Citigroup Investment Banking. Mr. Yeary serves on the boards of directors of PayPal Holdings, Inc. (Nasdaq: PYPL) and as chair of the board of directors of Intel. Mr. Yeary earned his B.A. from the University of California, Berkeley. We believe Mr. Yeary’s extensive financial strategy and global M&A expertise, including expertise in financial reporting, make him well qualified to serve as a director.
DIRECTOR NOMINEES
| Saf Yeboah-Amankwah Age: 53 Director Since: 2022 | COMMITTEES G (Chair) |
DIRECTOR NOMINEES
Saf Yeboah-Amankwah has served as a director of Mobileye since October 2022. Mr. Yeboah- Amankwah has been serving as a Senior Vice President and Chief Strategy Officer at Intel since 2020. Prior to joining Intel, Mr. Yeboah-Amankwah held several positions with McKinsey and Company, including Senior Partner and global head of the Transformation Practice for the Telecom, Media and Technology Practice from 2008 to 2020 and Managing Partner for the South Africa practice, among other roles, from 1994 to 2018. Mr. Yeboah-Amankwah serves on the boards of directors of the United Negro College Fund and the Defense Business Board. Mr. Yeboah-Amankwah earned his B.S. and M. Eng. from Massachusetts Institute of Technology. We believe Mr. Yeboah-Amankwah’s extensive experience advising tech companies on transformation, growth and operations and his experience with mergers and acquisitions make him well qualified to serve as a director.
DIRECTOR NOMINEES
| Christoph Schell Age: 52 | COMMITTEES None |
DIRECTOR NOMINEES
Christoph Schell has served as Executive Vice President and Chief Commercial Officer and General Manager of the Sales, Marketing and Communications Group at Intel since March 2022. Prior to joining Intel, Mr. Schell served as the Chief Commercial Officer of HP Inc. (NYSE: HPQ) from November 2019 to March 2022. During his 25 years with HP, Mr. Schell held various senior management roles across the globe, including President of 3D Printing and Digital Manufacturing from November 2018 to October 2019 and President of the Americas region from November 2015 to November 2018. Prior to rejoining HP in 2014, Mr. Schell served as Executive Vice President of Growth Markets for Philips (AMS: LIGHT), a lighting solutions company, where he led the lighting business across Asia Pacific, Japan, Africa, Russia, India, Central Asia, and the Middle East. He started his career in his family’s distribution and industrial solutions company before working in brand management at Procter & Gamble (NYSE: PG). We believe Mr. Schell’s extensive experience in sales, business development and marketing and senior leadership positions with public companies in the technology and manufacturing sectors make him well qualified to serve as a director. Committee names are abbreviated as follows: A = Audit, C = Compensation and G = Nominating and Corporate Governance.
Indemnification of Directors and Officers
Indemnification of Directors and Officers Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. In addition, we entered into indemnification agreements with each of our directors and executive officers in connection with the Mobileye IPO, which, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by applicable law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Principal Elements of Compensation
Principal Elements of Compensation The compensation of our NEOs consists of two primary elements: (i) base salary and (ii) equity compensation. Our model focuses on equity compensation as the key element of total compensation. A meaningful portion of executive pay is tied directly to stockholder outcomes and value creation through annual grants of restricted stock units (“RSUs”). We believe awarding RSUs provides a simple, straightforward approach to tying executives’ compensation to our successful business outcomes. As such, annual cash bonuses, perquisites, personal benefits and other compensation elements are not significant elements of the Company’s current compensation program. Base Salaries. Base salary is provided as a fixed source of compensation for our executive officers, including our NEOs. Adjustments to base salaries are expected to be determined annually and base salaries may be increased based on the NEO’s performance, as well as to maintain market competitiveness. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer’s role or responsibilities. Other Cash Compensation. We do not currently provide our NEOs with annual cash incentives or other regular cash bonuses or sales commissions. Equity Compensation. Equity based compensation is provided to our NEOs to align their interests with those of our stockholders and is a significant component of our compensation program. Annual equity awards are generally made through time-based restricted stock units and, on occasion, performance-based restricted stock units. Such annual equity awards provide personal long-term incentives based on talent assessment, level of contribution and performance.
Role of Compensation Consultant
Role of Compensation Consultant For the year ended December 30, 2023, the Compensation Committee engaged Compensation Advisory Partners (“CAP”), a national compensation consulting firm, as an independent consultant to provide to the committee information, analysis and other advice regarding the compensation of our NEOs. During 2023, CAP provided various services, including the following: • the review and analysis of base salary levels for our NEOs; • the review and analysis of equity compensation for our NEOs; • an assessment of executive compensation trends; and support on other ad hoc matters throughout the fiscal year. CAP reported directly to the Compensation Committee and interacted with management at the committee’s direction. CAP did not perform work for Mobileye in 2023 except under its engagement by the Compensation Committee. The Compensation Committee assessed CAP under factors set forth in the SEC’s rules and concluded that CAP was independent, and that CAP’s work for the Compensation Committee did not raise any conflicts of interest.
Other Compensation — Retirement and Welfare Benefits
Other Compensation — Retirement and Welfare Benefits Our executives generally receive benefits required under Israeli law or that are customary for senior executives in Israel, such as reimbursement of expenses, paid vacation days, sick leave, pension and/or a manager’s insurance policy and Advanced Study Fund. The retirement and welfare benefit programs are a necessary element of the total compensation package to ensure a competitive position in attracting and retaining a committed workforce. Participation in these programs is not tied to performance. • Pension and Severance Benefits. In Israel, we generally provide our executives, including our NEOs, with severance, pension, disability and Advanced Study Fund benefits in line with both Israeli law and customary compensation practices among technology companies. Israeli law generally requires Israeli employers to pay severance benefits upon (i) the retirement or death of an employee; (ii) termination of employment by the employer (except in circumstances that permit the employer to terminate the employment of the employee without paying severance amounts); or (iii) in certain circumstances, termination of employment by the employee. In accordance with Israeli law, the severance benefit is equal to one month’s salary (at the most recent salary prior to termination) for each full year of employment and a pro rata portion of one month’s salary for each portion of a year of employment following the first full year of employment. For pension and severance purposes, the Company generally contributes a monthly amount equal to 14.83% of the employee’s salary toward manager insurance/pension funds. For pension purposes, we contribute 6.5% of the employee’s salary and the employee contributes 6% of their salary. For severance compensation purposes, we generally contribute a monthly amount equal to 8.33% of the employee’s salary. If the employee is eligible to receive severance, as described above, and the contributions to the applicable funds are not sufficient to cover such severance entitlement, the Company will supplement the severance payments to ensure compliance with legal requirements. • Health and Welfare Plans. Generally, benefits available to our Israel-based employees are available to all employees on the same basis, which include welfare benefits, annual vacation leave, sick leave, convalescence pay, transportation expense reimbursement, Advanced Study Fund, life and disability insurance and other customary or mandatory social benefits in Israel. Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute of Israel. These amounts also include payments for national health insurance. The payments to the National Insurance Institute amount to approximately 19.6% of wages (up to monthly wages of approximately NIS 47,465, approximately $13,087, using the 2023 Exchange Ratio), of which the employee contributes approximately 7% toward national insurance and 5% toward national health insurance and the employer contributes approximately 7.6% toward national insurance.
Equity-Based Compensation
Equity-Based Compensation Our Compensation Committee is responsible for making recommendations for equity awards to be granted to our executive officers and making equity-based incentive awards under the Mobileye Global Inc. 2022 Equity Incentive Plan (the “2022 Plan”). In July 2023 and October 2023, the Compensation Committee approved grants of Mobileye restricted stock units (the “ME RSUs”) under the 2022 Plan to our NEOs, as set forth in the “New Equity Awards” section, the “Summary Compensation Table” and “Grants of Plan-Based Awards in the Year Ended December 30, 2023,” table below. Performance awards may be granted to our NEOs on occasion. When granted, they are intended to align interests of executives with those of stockholders through the use of measures we believe drive long-term success for the Company. In fiscal year 2023, we did not grant any performance-based awards to our NEOs. No awards may be granted under the 2022 Plan after January 30, 2032 or such earlier date as the Board may determine, and no incentive stock options may be granted under the 2022 Plan after the date that is ten years from the date the 2022 Plan was approved by the Board.
Equity-Based Compensation Prior to the Mobileye IPO
Equity-Based Compensation Prior to the Mobileye IPO Prior to the Mobileye IPO, executive officers of the Company were incentivized and rewarded through the grant of Intel equity awards under the Intel Corporation 2006 Equity Incentive Plan (the “Intel Plan”). All outstanding equity awards awarded under the Intel Plan were awarded prior to the Mobileye IPO and will continue to vest and remain outstanding under the Intel Plan.
New Equity Awards
New Equity Awards We have not established any additional compensation plans for the NEOs in fiscal year 2023. We made the following equity grants to our NEOs in fiscal year 2023:
New Equity Awards
| Name and Principal Position | Total Grant of ME RSUs ($)(1) | | Prof. Amnon Shashua, Chief Executive Officer | 14,179,275 | | Moran Shemesh Rojanksy, Chief Financial Officer | 1,441,430 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | 9,985,404 | | Dr. Gavriel Hayon, Executive Vice President, Research & Development | 1,497,776 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy and Co-Manager REM | 1,497,776 | | Anat Heller, former Chief Financial Officer; Financial Consultant as of June 26, 2023 | 69,880 |
New Equity Awards
(1) The ME RSUs granted in fiscal year 2023 vest over a three-year period.
Fiscal Year 2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(2) | Stock Awards($)(3) | All Other Compensation ($)(4) | Total ($) | | Prof. Amnon Shashua, Chief Executive Officer | 2023 | 736,007 | 14,179,275 | 159,681(5) | 15,074,962 | | | 2022 | 758,595 | 44,199,981(6) | 167,344 | 45,125,920 | | Moran Shemesh Rojansky(1), Chief Financial Officer | 2023 | 214,210 | 1,441,430 | 51,777(7) | 1,707,417 | | | 2022 | N/A | N/A | N/A | N/A | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | 2023 | 659,495 | 9,985,404 | 13,321(8) | 10,658,221 | | | 2022 | 681,142 | 9,999,990 | 22,402 | 10,703,534 |
Fiscal Year 2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(2) | Stock Awards($)(3) | All Other Compensation ($)(4) | Total ($) | | Dr. Gavriel Hayon Executive Vice President, Research & Development | 2023 | 228,275 | 1,497,776 | 53,771(9) | 1,779,822 | | | 2022 | 236,147 | 2,284,548 | 54,815 | 2,575,510 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy and Co-Manager REM | 2023 | 220,844 | 1,497,776 | 52,465(10) | 1,771,085 | | | 2022 | 179,832 | 1,964,970 | 44,128 | 2,188,930 | | Anat Heller(1), Former Chief Financial Officer; Financial Consultant | 2023 | 230,753 | 69,880 | 55,573(11) | 356,206 | | | 2022 | 237,835 | 3,284,547 | 49,705 | 3,572,086 |
Grants of Plan-Based Awards in the Year Ended December 30, 2023
Grants of Plan-Based Awards in the Year Ended December 30, 2023
Grants of Plan-Based Awards in the Year Ended December 30, 2023
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value or Stock and Option Awards(1) | | Prof. Amnon Shashua, Chief Executive Officer | July 10, 2023 | 350,625 | $14,179,275 | | Moran Shemesh Rojansky, Chief Financial Officer | July 10, 2023 | 14,815 | $599,119 | | | October 31, 2023 | 23,614 | $842,311 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | July 10, 2023 | 246,919 | $9,985,404 | | Dr. Gavriel Hayon, Executive Vice President, Research & Development | July 10, 2023 | 37,037 | $1,497,776 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy and Co-Manager REM | July 10, 2023 | 37,037 | $1,497,776 | | Anat Heller, former Chief Financial Officer; Financial Consultant | July 10, 2023 | 1,728 | $69,880 |
Grants of Plan-Based Awards in the Year Ended December 30, 2023
(1) The amounts reported reflect the aggregate grant date fair value of each stock award computed in accordance with FASB ASC Topic 718 or under the assumptions noted. For information regarding the assumptions used in determining the fair value of an award shown in this column, please refer to note 6 in the consolidated financial statements included in the Annual Report on Form 10-K for fiscal year 2023.
Prof. Shashua
Prof. Shashua Prof. Shashua is the co-founder and Chief Executive Officer of the Company and has been with the Company since our original founding in 1999. On July 24, 2014, we entered into an amended employment agreement with Prof. Shashua, which was subsequently amended on March 17, 2017 and on June 1, 2022. The employment agreement sets forth Prof. Shashua’s annual salary, eligibility to receive grants of option awards, vacation leave, sick leave, reimbursement for reasonable travel and other business expenses, and eligibility to participate in benefit plans generally. Prof. Shashua’s employment agreement also ensures certain payments under an accepted manager’s insurance scheme or pension fund in the following amounts: (i) 8.33% of his salary for severance, (ii) 6.5% of his salary for pension (Prof. Shashua also contributes 6% of his salary toward such fund) and (iii) up to 2.5% of his salary towards disability insurance. The Company also maintains an Advanced Study Fund, under which the Company contributes an amount equal to 7.5% of his salary (representing 80% of his salary,) on a monthly basis, and Prof. Shashua contributes 2.5% of his salary on a monthly basis. If Prof. Shashua’s employment is terminated for reasons other than for “cause” (as defined in his employment agreement), or he resigns from the Company by “deemed dismissal” (as defined in his employment agreement), then he is entitled to receive, in addition to any severance payments, his base salary and all other benefits and entitlements under his employment agreement and any other agreement, for two months following the date of his termination. In addition, all unvested option awards and restricted stock unit awards will immediately vest. If Prof. Shashua’s employment is terminated for reasons other than for “cause” or he resigns from the Company by “deemed dismissal” in connection with a “change in control” (as defined in his employment agreement), he is entitled to receive such benefits and entitlements for a period of twelve months. On June 1, 2022, we entered into an offer letter with Prof. Shashua. The offer letter sets forth Prof. Shashua’s annual base salary and annual equity award. The Company also provided Prof. Shashua with a 3:1 matching equity grant on Prof. Shashua’s investment with Mobileye, as described in the Fiscal Year 2023 Summary Compensation Table above.
Pension Benefits; Nonqualified Deferred Compensation
Pension Benefits; Nonqualified Deferred Compensation The Company does not maintain a nonqualified deferred compensation plan for the benefit of the NEOs and none of the NEOs participate in a defined benefit pension plan maintained by the Company.
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table
| | | | Stock Awards | | | | | Name | Date of Grant | INTC / MBLY Stock | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Prof. Amnon Shashua, Chief Executive Officer | 10/26/2022 | MBLY | 202,857(3) | $43.32 | N/A | 8,787,765 | | | 10/26/2022 | MBLY | 1,428,571(4) | $43.32 | N/A | 61,885,696 | | | 7/10/2023 | MBLY | 350,625(5) | $43.32 | N/A | 15,189,075 | | Moran Shemesh Rojansky, Chief Financial Officer | 10/26/2022 | MBLY | 14,190(6) | $43.32 | N/A | 614,711 | | | 7/10/2023 | MBLY | 14,815(7) | $43.32 | N/A | 641,786 | | | 10/31/2023 | MBLY | 23,614(8) | $43.32 | N/A | 1,022,958 | | | 10/30/2021 | INTC | 1,649(9) | $50.25 | N/A | 82,862 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | 10/26/2022 | MBLY | 285,714(10) | $43.32 | N/A | 12,377,130 | | | 7/10/2023 | MBLY | 246,919(11) | $43.32 | N/A | 10,696,531 | | | 10/30/2021 | INTC | 19,017(12) | $50.25 | N/A | 955,604 | | Dr. Gavriel Hayon, Executive Vice President, Research & Development | 10/26/2022 | MBLY | 65,273(13) | $43.32 | N/A | 2,827,626 | | | 7/10/2023 | MBLY | 37,037(14) | $43.32 | N/A | 1,604,443 | | | 10/30/2021 | INTC | 11,874(15) | $50.25 | N/A | 596,669 | | Nimrod Nehushtan, Executive Vice President Business Development & Strategy and Co-Manager REM | 10/26/2022 | MBLY | 62,692(16) | $43.32 | N/A | 2,715,817 | | | 7/10/2023 | MBLY | 37,037(17) | $43.32 | N/A | 1,604,443 | | | 10/30/2021 | INTC | 1,744(18) | $50.25 | N/A | 87,636 | | Anat Heller, former Chief Financial Officer; current Financial Consultant | 10/26/2022 | MBLY | 57,143(19) | $43.32 | N/A | 2,475,435 | | | 7/10/2023 | MBLY | 1,728(20) | $43.32 | N/A | 74,857 | | | 10/30/2021 | INTC | 3,170(21) | $50.25 | N/A | 159,293 |
Outstanding Equity Awards at Fiscal Year-End Table
(1) Represents restricted stock units granted under the Intel Plan (the “Intel RSUs”) and ME RSUs. Such Intel RSUs and ME RSUs vest in annual installments over three years, subject to continued employment. (2) Determined with reference to $43.32, the closing price of a share of Mobileye common stock on the last trading day before December 30, 2023, and $50.25, the closing price of a share of Intel common stock on the last trading day before December 30, 2023. (3) On October 26, 2022, a total of 676,190 ME RSUs were granted with the following vesting schedule: on April 26, 2023 — 270,476 RSUs; October 26, 2023 — 202,857 RSUs; and October 26, 2024 — 202,857 RSUs. On October 26, 2022, a total of 1,428,571 ME RSUs were granted with the following vesting schedule: on October 26, 2026 — 714,285 RSUs; and October 26, 2027 — 714,286 RSUs. On July 10, 2023, a total of 350,625 ME RSUs were granted with the following vesting schedule: on July 10, 2024 — 140,250 RSUs; July 10, 2025 — 105,187 RSUs; and July 10, 2026 — 105,188 RSUs. (6) On October 26, 2022, a total of 21,178 ME RSUs were granted with the following vesting schedule: on April 26, 2023 — 6,988 RSUs; June 26, 2024 — 6,989 RSUs; and June 26, 2025 — 7,201 RSUs. (7) On July 10, 2023, a total of 14,815 ME RSUs were granted with the following vesting schedule: on July 10, 2024 — 5,926 RSUs; July 10, 2025 — 4,444 RSUs; and July 10, 2026 — 4,445 RSUs. (8) On October 31, 2023, a total of 23,614 ME RSUs were granted with the following vesting schedule: October 31, 2024 — 9,445 RSUs; October 31, 2025 — 7,084 RSUs; and October 31, 2026 — 7,085 RSUs. (9) On October 30, 2021, a total of 5,784 Intel RSUs were granted with the following vesting schedule: October 30, 2022 — 2,487 RSUs; October 30, 2023 — 1,648 RSUs; and October 30, 2024 — 1,649 RSUs. (10) On October 26, 2022, a total of 476,190 ME RSUs were granted with the following vesting schedule: on April 26, 2023 — 190,476 RSUs; June 26, 2024 — 142,857 RSUs; and June 26, 2025 — 142,857 RSUs. (11) On July 10, 2023, a total of 246,919 ME RSUs were granted with the following vesting schedule: on July 10, 2024 — 98,767 RSUs; July 10, 2025 — 74,076 RSUs; and July 10, 2026 — 74,076 RSUs. (12) On October 30, 2021, a total of 66,724 Intel RSUs were granted with the following vesting schedule: October 30, 2022 — 28,691 RSUs; October 30, 2023 — 19,016 RSUs; and October 30, 2024 — 19,017 RSUs. (13) On October 26, 2022, a total of 108,788 ME RSUs were granted with the following vesting schedule: on April 26, 2023 — 43,515 RSUs; June 26, 2024 — 32,636 RSUs; and June 26, 2025 — 32,637 RSUs. (14) On July 10, 2023, a total of 37,037 ME RSUs were granted with the following vesting schedule: on July 10, 2024 — 14,814 RSUs; July 10, 2025 — 11,111 RSUs; and July 10, 2026 — 11,112 RSUs. (15) On October 30, 2021, a total of 41,663 Intel RSUs were granted with the following vesting schedule: October 30, 2022 — 17,915 RSUs; October 30, 2023 — 11,874 RSUs; and October 30, 2024 — 11,874 RSUs. (16) On October 26, 2022, a total of 93,570 ME RSUs were granted with the following vesting schedule: on April 26, 2023 — 30,878 RSUs; June 26, 2024 — 30,878 RSUs; and June 26, 2025 — 31,814 RSUs. (17) On July 10, 2023, a total of 37,037 ME RSUs were granted with the following vesting schedule: on July 10, 2024 — 14,814 RSUs; July 10, 2025 — 11,111 RSUs; and July 10, 2026 — 11,112 RSUs. (18) On October 30, 2021, a total of 6,118 Intel RSUs were granted with the following vesting schedule: October 30, 2022 — 2,630 RSUs; October 30, 2023 — 1,744 RSUs; and October 30, 2024 — 1,744 RSUs. (19) On October 26, 2022, a total of 95,238 ME RSUs were granted with the following vesting schedule: on October 26, 2023 — 38,095 RSUs; October 26, 2024 — 28,571 RSUs; and October 26, 2025 — 28,572 RSUs. (20) On July 10, 2023, a total of 1,728 ME RSUs were granted with the following vesting schedule: on July 10, 2024 — 570 RSUs; July 10, 2025 — 570 RSUs; and July 10, 2026 — 588 RSUs. On October 30, 2021, a total of 11,121 Intel RSUs were granted with the following vesting schedule: October 30, 2022 — 4,782 RSUs; October 30, 2023 — 3,169 RSUs; and October 30, 2024 — 3,170 RSUs.
Stock Vested Table*
Stock Vested Table*
Stock Vested Table*
| | | Stock Awards | | | Name | INTC / MBLY Stock | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Prof. Amnon Shashua, Chief Executive Officer | MBLY | 473,333 | 19,042,863 | | Moran Shemesh Rojansky, Chief Financial Officer | INTC | 2,939 | 104,158 | | | MBLY | 12,153 | 523,673 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | INTC | 38,366 | 1,359,691 | | | MBLY | 190,476 | 8,207,611 | | Dr. Gavriel Hayon, Executive Vice President, Research & Development | INTC | 23,956 | 849,001 | | | MBLY | 43,515 | 1,875,061 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy and Co-Manager REM | INTC | 2,796 | 94,915 | | | MBLY | 30,878 | 1,330,533 | | Anat Heller, former Chief Financial Officer; currently Financial Consultant | INTC | 6,394 | 226,603 | | | MBLY | 99,264 | 4,023,192 |
Stock Vested Table*
* All vested RSUs are Intel RSUs and Mobileye RSUs. None of the NEOs exercised options in 2023, nor do they currently hold any options. (1) The “value realized on vesting” is the market value on the date of release of the applicable shares multiplied by the number of shares that vested. For shares of Intel stock, the market value is the average of high and low price of a share of Intel common stock on Nasdaq. For shares of Mobileye stock, the market value is the closing price of Mobileye Class A common stock on the Nasdaq.
Potential Payments Upon Termination or Change-In-Control
Potential Payments Upon Termination or Change-In-Control The table below quantifies certain compensation and benefits that would have become payable to our CEO and our other NEOs if their employment had terminated on December 30, 2023, as a result of each of the termination scenarios set forth in the table.
Potential Payments Upon Termination or Change-In-Control
| Named Executive Officer | Termination Scenario(5) | Cash Severance(1) ($) | RSU Acceleration ($) | Other ($)(6) | Total ($) | | Prof. Amnon Shashua, Chief Executive Officer | Termination without Cause or Deemed Dismissal | 1,012,294 | 85,862,536 | 1,277,460 | 88,152,290(2) | | | Termination as a result of Change in Control | 1,012,294 | 85,862,536 | 2,023,866 | 88,898,696(3) | | | Death or Disablement | 1,012,294 | 85,862,536 | 1,128,179 | 88,003,009 | | | Resignation without a Deemed Dismissal | N/A | N/A | 1,202,589 | 1,202,589(4) |
Potential Payments Upon Termination or Change-In-Control
| Named Executive Officer | Termination Scenario(5) | Cash Severance(1) ($) | RSU Acceleration ($) | Other ($)(6) | Total ($) | | Moran Shemesh Rojansky, Chief Financial Officer | Termination for any Reason | 42,805 | N/A | 73,969 | 116,774 | | | Termination as a result of Change in Control | 42,805 | N/A | 73,969 | 116,774 | | | Death or Disablement | 42,805 | 2,362,317 | 50,281 | 2,455,403 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | Termination for any Reason | 509,687 | N/A | 554,169 | 1,063,856 | | | Termination as a result of Change in Control | 509,687 | N/A | 554,169 | 1,063,856 | | | Death or Disablement | 509,687 | 24,029,266 | 498,339 | 25,037,292 | | Dr. Gavriel Hayon, Executive Vice President, Research & Development | Termination for any Reason | 137,827 | N/A | 119,824 | 257,651 | | | Termination as a result of Change in Control | 137,827 | N/A | 119,824 | 257,651 | | | Death or Disablement | 137,827 | 5,028,738 | 96,319 | 5,262,884 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy and Co-Manager REM | Termination for any Reason | 53,911 | N/A | 91,604 | 145,515 | | | Termination as a result of Change in Control | 53,911 | N/A | 91,604 | 145,515 | | | Death or Disablement | 53,911 | 4,407,896 | 68,259 | 4,530,066 | | Anat Heller, former Chief Financial Officer; currently Financial Consultant | Termination for any Reason | 62,175 | N/A | 72,948 | 135,123 | | | Termination as a result of Change in Control | 62,175 | N/A | 72,948 | 135,123 | | | Death or Disablement | 62,175 | 2,709,584 | 49,738 | 2,821,497 |
Potential Payments Upon Termination or Change-In-Control
The amounts detailed in this column reflect any supplement payment the Company would be required to pay in case the termination is initiated by the Company or in other circumstances, pursuant to Israeli law (including for certain cases in which the termination is initiated by the NEO). Such supplement amounts, together with the amounts accumulated in the severance funds (which would be released to the NEO), reflect the entire severance amount a NEO would have been entitled to in case of termination on the relevant date. (2) Termination without Cause or termination in the event of Deemed Dismissal (as defined in Prof. Shashua’s employment agreement) entitles Prof. Shashua to his salary and all other benefits and entitlements under his agreement for a period of two months. This amount reflects Prof. Shashua’s salary and other benefits and entitlements for a two-month period. Such other benefits and entitlements represent pension benefit contributions, Advanced Study Fund contributions, patent grant cash award amounts and other miscellaneous benefits, as set forth in the “All Other Compensation” column of the Summary Compensation Table (which reflects the amount paid in fiscal year 2023), but payable under these termination circumstances for only the two-month period. Termination as a result of a Change in Control (as defined in Prof. Shashua’s employment agreement) entitles Prof. Shashua to his salary and all other benefits and entitlements under his agreement for a period of twelve months. This amount reflects Prof. Shashua’s salary and other benefits and entitlements for a twelve-month period. Such other benefits and entitlements represent pension benefit contributions, Advanced Study Fund contributions, patent grant cash award amounts and other miscellaneous benefits, as set forth in the “All Other Compensation” column of the Summary Compensation Table (which reflects the amount paid in fiscal year 2023), payable under these termination circumstances for a twelve-month period. Resignation of employment by Prof. Shashua in a circumstance that would not be a Deemed Dismissal (as defined in Prof. Shashua’s employment agreement) would not entitle Prof. Shashua to any salary or other benefits and entitlements except for compensation for (i) the standard thirty-day notice period under Israeli law and (ii) for accrued, but unused vacation days. Please see footnote 6 below for more information regarding items (i) and (ii). (5) Death or Disablement (as defined in the form of Restricted Stock Unit Agreement under the 2022 Plan) entitle our NEOs (and any officer or employee that have been granted ME RSUs under the 2022 Plan) to the immediate vesting of 100% of all their respective unvested RSUs. In addition, under Israeli law, death and certain extreme physical conditions constitute “termination” and entitle the employee to a severance payment. (6) Termination for any reason (including by resignation) entitles our NEOs to thirty days’ prior written notice and such employee would be entitled to continue to receive their salary for those thirty days, excluding the circumstances described in footnotes (2) and (3) above. The amounts in the column titled “Other” above (excluding those for Prof. Shashua for circumstances described in footnotes (2) and (3) above) include the salary each employee would receive were such thirty-day period to conclude as of December 30, 2023. Further, according to Israeli law, an employer has the right to terminate an employee without notice, provided the employer pay to the terminated employee an amount equal to such employee’s salary (but excluding pension contributions and other amounts) for a thirty-day period in lieu of providing the employee thirty days’ notice. Our NEOs are also entitled to compensation for any accrued, but unused vacation days. The amounts in the “Other” column above include the amounts each NEO would receive for any accrued but unused vacation days as of December 30, 2023.
Pay versus Performance
Pay versus Performance As required by Item 402(v) of Regulation S-K, set forth below are certain disclosures related to executive compensation and Company performance. For a discussion of the Company’s executive compensation policies and programs and an explanation of how executive compensation decisions are made, please refer to the Compensation Discussion and Analysis section of this proxy statement. The table below is required to include, for 2023, “compensation actually paid” to the CEO and the average compensation actually paid for non-CEO named executive officers. Compensation actually paid represents a calculation of compensation that differs significantly from the 2023 summary compensation table calculation of compensation, as well as the way in which the Company views annual compensation decisions, as discussed in the Compensation Discussion and Analysis section of this proxy statement. The below table also provides information on the Company’s cumulative TSR, the cumulative TSR of our peer group and net income attributable to the Company. The Company does not use any financial performance measures to link executive compensation actually paid to Company performance, and as permitted by the SEC, is not required to disclose either a “company-selected measure” or such company-selected measure’s relationship to executive compensation actually paid.
Pay versus Performance
| Year | Summary Compensation Table Total for CEO(1) | “Compensation Actually Paid” to CEO(3) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average “Compensation Actually Paid” to Non-CEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions) | | | | | | | Total TSR(4) | PHLX Semiconductor Sector Index (SOX) Total TSR | | | 2023 | $15,074,962 | $86,758,223 | $3,254,550 | $8,063,657 | $149.53 | $175.44 | (27) | | 2022 | $45,125,920 | $74,718,861 | $4,760,015 | $8,403,979(5) | $121.02 | $106.65 | (82) |
Pay versus Performance
Prof. Amnon Shashua, in his capacity as CEO, is the Company’s principal executive officer for 2023. Compensation for our CEO reflects the amounts reported in the summary compensation table. (2) The remaining non-CEO named executive officers for 2023 are: Moran Shemesh Rojansky, Chief Financial Officer; Prof. Shai Shalev-Shwartz, Chief Technology Officer; Dr. Gaby Hayon, Executive Vice President, Research & Development; Nimrod Nehushtan Executive Vice President, Business Development & Strategy and Co-Manager REM; and Anat Heller, former Chief Financial Officer and currently Financial Consultant. Compensation for our non-CEO named executive officers reflects the average of amounts reported in the summary compensation table. (3) Reflects the value of equity awards (RSUs) calculated in accordance with the SEC methodology for determining “compensation actually paid” for 2023. Pursuant to SEC rules, the PvP Table includes the change in fair value of multiple outstanding unvested equity awards for each year shown. (4) TSR represents cumulative TSR for the period commencing on October 26, 2022 until December 30, 2023. For the Peer Group, the TSR is a weighted peer group TSR. (5) In September 2023, the SEC issued a response to CD&I Question 128D.14, which notes that all stock awards that are outstanding and unvested, including those awards modified in connection with an equity restructuring or retained following such a transaction, and for which compensation cost will be recognized under FASB ASC Topic 718, should be included in the Pay versus Performance table. Accordingly, although this guidance was issued after the filing and mailing of the Company’s 2023 proxy statement, we have restated the disclosure for fiscal year 2022. The Company does not use any financial performance measures to link executive compensation actually paid to Company performance, and as permitted by the SEC, is not required to disclose a “tabular list” of its most important financial performance measures. “Compensation actually paid” compared to TSR, and net income. TSR and net income are some indicators of the Company’s overall financial performance that may impact the value of NEOs’ total compensation; however, other factors are considered in setting NEOs’ compensation. See the Compensation Discussion and Analysis section of this proxy statement for additional information. Our cumulative TSR for the period commencing on October 26, 2022 until December 30, 2023 as reported in the table above was 49.53%. During this same period, the cumulative TSR of the companies in our Peer Group was 75.44%. Our net loss has decreased in 2023, as compared to 2022. In any event, TSR and net income are not used in the design of our executive compensation program; as a result, net income and TSR do not directly impact the amount of “compensation actually paid” to the NEOs.
Director Compensation
Director Compensation The following table sets forth a summary of the compensation we paid to each non-employee member of our Board for fiscal year 2023. Other than as set forth in the table and described more fully below, during the fiscal year 2023, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our Board.
Director Compensation
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Patrick P. Gelsinger | N/A | N/A | N/A | | Eyal Desheh | 60,000 | 206,870(3) | 266,870 | | Jon M. Huntsman, Jr | 60,000 | 206,870(4) | 266,870 | | Claire C. McCaskill | 60,000 | 206,870(5) | 266,870 | | Christine Pambianchi | N/A | N/A | N/A | | Frank D. Yeary | 60,000 | 206,870(6) | 266,870 | | Saf Yeboah-Amankwah | N/A | N/A | N/A |
Director Compensation
The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director in fiscal year 2023 for their service as a director, including any annual retainer fees, committee and/or chair fees. (2) The amounts reported reflect the aggregate grant date fair value of each stock award computed in accordance with FASB ASC Topic 718 or under the assumptions noted. For information regarding the assumptions used in determining the fair value of an award shown in this column, please refer to note 6 in the consolidated financial statements included in the Annual Report on Form 10-K for fiscal year 2023. The ME RSUs granted on December 5, 2023 vest over a one-year period. (3) In addition to the ME RSUs granted in 2023 (as reflected in the above table), the Company granted Mr. Desheh 9,523 ME RSUs on October 26, 2022, which vest over a three-year period. On October 26, 2023, 3,142 of such ME RSUs vested and converted into 3,142 shares of Class A Common Stock. (4) In addition to the ME RSUs granted in 2023 (as reflected in the above table), the Company granted Gov. Huntsman 9,523 ME RSUs on October 26, 2022, which vest over a three-year period. On October 26, 2023, 3,142 of such ME RSUs vested and converted into 3,142 shares of Class A Common Stock. (5) In addition to the ME RSUs granted in 2023 (as reflected in the above table), the Company granted Sen. McCaskill 9,523 ME RSUs on October 26, 2022, which vest over a three-year period. On October 26, 2023, 3,142 of such ME RSUs vested and converted into 3,142 shares of Class A Common Stock. (6) In addition to the ME RSUs granted in 2023 (as reflected in the above table), the Company granted Mr. Yeary 9,523 ME RSUs on October 26, 2022, which vest over a three-year period. On October 26, 2023, 3,142 of such ME RSUs vested and converted into 3,142 shares of Class A Common Stock.