DEF 14A of Mobileye Global Inc.
Filed Apr 25, 2025 · FY20240001104659-25-039006
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 four independent directors, as defined in the rules for companies traded on the Nasdaq Global Select Market (“Nasdaq”), and one Mobileye officer, Professor Amnon Shashua. Safroadu Yeboah-Amankwah has served as the Chair of the Board since January 2025. All 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, Patrick Bombach, who has served as a director since January 29, 2025, Elaine Chao, who has served as a director since June 7, 2024, and Christoph Schell who has served as a director since our 2024 Annual Stockholders’ Meeting. Effective as of December 1, 2024, Patrick P. Gelsinger resigned as Chair and as a director of the Board. Effective as of April 25, 2025, Christine Pambianchi resigned as a director of the Board and as Chair of the Compensation Committee. 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” | | The Board recommends that you vote “FOR” the election of each of the following nominees. • Director nominees with diverse leadership, industry, and technology experience • Four of our eight director-nominees are independent |
Proposal 1: Election of Directors
| 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 53. If a 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 2025 Annual Stockholders’ Meeting. |
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Amnon Shashua CEO and President Age: 64 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 developed 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. In 2023, Professor Shashua co-founded AA-I Technologies Ltd., which works to develop next-generation AI models 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
| Saf Yeboah-Amankwah Chair Age: 54 Director Since: 2022 | COMMITTEES G (Chair) |
DIRECTOR NOMINEES
Saf Yeboah-Amankwah has served as a director of Mobileye since October 2022 and as chair of our Board since January 2025. 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
| Patrick Bombach Age: 54 Director Since: 2025 | COMMITTEES C (Chair) |
DIRECTOR NOMINEES
Patrick Bombach has served as a director of Mobileye since January 2025. Mr. Bombach has worked at Intel since April 2014 and has been serving as Corporate Vice President, Head of Corporate Legal and Assistant Corporate Secretary since January 2023. Mr. Bombach oversees legal support for corporate securities and governance, finance, M&A, corporate venture capital, strategy, executive compensation and insider trading compliance. From January 2020 to December 2022, Mr. Bombach served as Vice President, Senior Managing Director, Corporate Strategy, Finance and Transactions. Mr. Bombach has over 25 years of experience as a corporate attorney and is a member of the Hispanic National Bar Association’s PODER25 initiative. Mr. Bombach earned his J.D. from Columbia University and his B.B.A. in Economics from the University of Texas, El Paso. We believe Mr. Bombach’s extensive experience with corporate governance, SEC reporting and regulatory compliance, M&A and strategic transactions, and crisis and risk management make him well qualified to serve as a director.
DIRECTOR NOMINEES
| Elaine L. Chao Age: 72 Director Since: 2024 INDEPENDENT | COMMITTEES None |
DIRECTOR NOMINEES
Secretary Chao has been confirmed on a bipartisan basis to two cabinet positions as U. S. Secretary of Transportation and U. S. Secretary of Labor. Secretary Chao is the first Asian American woman to serve in a President’s cabinet in American history. She is also the longest serving Cabinet member since World War II. Secretary Chao has a distinguished career in the private, public and nonprofit sectors. As U. S. Secretary of Transportation, she focused on keeping the country’s transportation system safe and efficient; invested over $330 billion in infrastructure; and, promoted American innovation including autonomous vehicles, unmanned aerial systems and commercial space transport. During the COVID-19 crisis, Secretary Chao’s decisive actions kept America’s transportation networks safe and moving. As U. S. Secretary of Labor, Secretary Chao focused on increasing the competitiveness of America’s workforce in a worldwide economy. She set new records for workplace safety and health and retirement security. Previously, Secretary Chao was President and CEO of United Way of America where she restored public trust in the organization after it had been tarnished by scandal. She was Director of the Peace Corps where she launched the first Peace Corps programs in the Baltic nations and the former republics of the former Soviet Union including Ukraine. Secretary Chao had also served as Chair of the Federal Maritime Commission and Deputy Secretary of the U.S. Department of Transportation. She was also a banker with Bank of America and Citicorp. Secretary Chao has served on the boards of numerous public companies while out of government. She is currently on the boards of Kroger and ChargePoint Holdings. She has also been a director on many nonprofit boards including Harvard Business School Board of Dean’s Advisors and Global Advisory Board; John F. Kennedy Center for the Performing Arts; United Way Worldwide; Los Angeles 2028 Organizing Committee of Olympic and Paralympic Games (LA28), and the Smithsonian Asian Pacific American Center Advisory Board. Born in Taiwan, Sec. Chao received her U.S. citizenship at age 19, after immigrating to America at the age of 8 without speaking any English. Secretary Chao earned her undergraduate degree in economics from Mount Holyoke College, and her MBA from Harvard Business School. A proud Kentuckian, she is the recipient of 38 honorary doctorate degrees. We believe Secretary Chao’s extensive experience in government leadership as Secretary of Transportation and Secretary of Labor, which provides our Board with important insight on government relations at the state, federal, and international levels, and prior governance and business experience make her well qualified to serve as a director.
DIRECTOR NOMINEES
| Eyal Desheh Age: 73 Director Since: 2022 INDEPENDENT | COMMITTEES A (Chair), C and G |
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: 71 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
| Christoph Schell Age: 53 Director Since: 2024 | COMMITTEES None |
DIRECTOR NOMINEES
Christoph Schell has served on our board of directors since June 2024. Mr. 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.
DIRECTOR NOMINEES
| Frank D. Yeary Age: 61 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 board of directors of PayPal Holdings, Inc. (Nasdaq: PYPL) and as independent 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. 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 or otherwise following their appointment or election to the Board, 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 (as defined below) 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. We provide fixed compensation which includes both salary and a global overtime component for our executive officers, including our NEOs (the “Base Salary”). 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. 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. Other Cash Compensation. We do not currently provide our NEOs with annual cash incentives or other regular cash bonuses or sales commissions. For a detailed discussion of each element of our compensation program, please refer to “— 2024 Executive Compensation Discussion”.
Role of Compensation Consultant
Role of Compensation Consultant For the year ended December 28, 2024, the Compensation Committee engaged Compensation Advisory Partners (“CAP”) as its independent compensation consultant to provide the Compensation Committee information, analysis and other advice in assessing executive officer and director compensation. During 2024, CAP provided various services, including the following: Preparing analyses, recommendations, and other support to inform the Compensation Committee’s decisions related to executive and director compensation; Providing updates on market trends and the regulatory environment as they relate to executive and director compensation; • Reviewing and commenting on management proposals presented to the Compensation Committee; • Reviewing market benchmarks, and providing recommendations and other support to inform the Compensation Committee’s discussions and decisions; • Comparing the compensation of Company executives to a peer group of companies; and • Support on other matters, as requested and approved by the Committee Chair, throughout the fiscal year. CAP reported directly to the Compensation Committee and interacted with management at the Compensation Committee’s direction. CAP did not perform work for Mobileye in 2024 except under its engagement by the Compensation Committee. The Compensation Committee assessed CAP under factors set forth by the SEC and Nasdaq, determined that CAP was independent, and concluded that no conflict of interest exists that would prevent CAP from providing independent advice to the committee. CAP will not perform other services for Mobileye without the consent of the chair of the Compensation Committee (the “Chair”). CAP meets with the Chair and the Compensation Committee outside the presence of management on a regular basis. In addition, CAP generally participates in Compensation Committee meetings, preparatory meetings and, when requested by the Chair, executive sessions at Compensation Committee meetings. While CAP may make recommendations on the form and amount of compensation, the Compensation Committee or the Board make all decisions regarding the compensation of our named executive officers.
Compensation Peer Group
Compensation Peer Group To assist the Compensation Committee in its review of executive compensation in early 2024, the Compensation Committee approved a compensation benchmarking peer group that was developed by CAP, considering input from Compensation Committee members and the Company’s Human Resources Department. While we do not target pay levels at a specific market position, the Compensation Committee used this data as a reference point to compare the compensation — pay levels and pay program — of our NEOs to that of the individuals holding comparable positions at the companies in the peer group. Our 2024 compensation peer group consisted of 17 companies (the “2024 Peer Group”). The Compensation Committee determined the 2024 Peer Group based on industry and size as well as geographic markets in which our NEOs are located, growth profile and focus on research and development (as measured by R&D expense as a percentage of revenue). While no individual company is a perfect match for Mobileye’s business and size, the 2024 Peer Group is viewed on aggregate as reflecting a reasonable snapshot of the market within which Mobileye competes for executive talent. The table below shows information for our 2024 Peer Group:
Compensation Peer Group
| Peer Group (Ticker) | Reported Fiscal Year | Revenue(1) | Market Capitalization(1)(2) | | ANSYS, Inc. (ANSS) | 12/31/2024 | $2,545 | $29,500 | | Aspen Technology, Inc. (AZPN) | 6/30/2024 | $1,127 | $15,789 | | Bentley Systems, Incorporated (BSY) | 12/31/2024 | $1,353 | $14,711 | | Check Point Software Tech Ltd. (CHKP) | 12/31/2024 | $2,565 | $20,630 | | Cloudfare, Inc. (NET) | 12/31/2024 | $1,670 | $36,955 | | Datadog, Inc. (DDOG) | 12/31/2024 | $2,684 | $48,543 | | Dynatrace, Inc. (DT) | 3/31/2024 | $1,431 | $16,223 | | HubSpot, Inc. (HUBS) | 12/31/2024 | $2,628 | $35,970 | | MongoDB, Inc. (MDB) | 1/31/2025 | $2,006 | $17,338 | | NICE Ltd. (NICE) | 12/31/2024 | $2,735 | $11,012 |
Compensation Peer Group
| Peer Group (Ticker) | Reported Fiscal Year | Revenue(1) | Market Capitalization(1)(2) | | Nutanix, Inc. (NTNX) | 7/31/2024 | $2,149 | $16,392 | | Okta, Inc. (OKTA) | 1/31/2025 | $2,610 | $13,503 | | Snowflake Inc. (SNOW) | 1/31/2025 | $3,626 | $50,971 | | The Trade Desk, Inc. (TTD) | 12/31/2024 | $2,445 | $58,010 | | UiPath Inc. (PATH) | 1/31/2025 | $1,430 | $6,985 | | Veeva Systems Inc. (VEEV) | 1/31/2025 | $2,747 | $34,134 | | Zscaler, Inc. (ZS) | 7/31/2024 | $2,168 | $27,682 | | 25th Percentile | — | $1,670 | $15,789 | | 50th Percentile | — | $2,445 | $20,630 | | 75th Percentile | — | $2,628 | $35,970 | | Mobileye Global Inc. | 12/28/2024 | $1,654 | $16,245 |
Compensation Peer Group
Rounded to the nearest million. (2) Market capitalization for each company in the 2024 Peer Group is calculated as of December 31, 2024.
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, disability 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. • Severance and Pension Benefits. In general, according to the Israel Severance Pay Law 5723-1963 (the “Severance Pay Law”) upon termination of employment in circumstances entitling employees to receive severance pay, employers are obligated to pay mandatory severance, calculated based on the employee’s last monthly Base Salary multiplied by years of employment. The payment is made by releasing the amounts accrued in employees’ respective severance funds in their pension arrangement (“Accrued Severance”), and if there is a shortfall between the Accrued Severance and the mandatory severance obligation, pay such amount upon termination (“Supplement Israeli Severance Payment”, and together with the Accrued Severance — “Severance Pay”). The circumstances entitling an employee to Severance Pay include the following: termination by the employer (without cause); resignation in certain circumstances (considered deemed dismissal); death; and disability, subject to certain conditions. For pension and severance purposes, the Company generally contributes a monthly amount equal to 14.83% of the employee’s Base Salary toward manager insurance/pension funds. For pension purposes, we contribute 6.5% of the employee’s Base Salary and the employee contributes 6% of their Base Salary. For severance compensation purposes, we generally contribute an amount equal to 8.33% of the employee’s Base Salary. Advanced Study Fund. We generally provide our employees, including our NEOs, with an Advanced Study Fund benefit, under which the Company contributes an amount equal to 7.5% of the employee’s gross salary and the employee contributes an amount equal to 2.5% of their gross salary, on a monthly basis. For purposes of this paragraph, “gross salary” is an amount equal to 80% of the employee’s monthly Base Salary, transportation expense reimbursement and convalescence payment. The Advanced Study Fund is a tax-advantaged savings plan. • 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, 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 monthly pre-tax gross wages (up to monthly pre-tax gross wages of approximately NIS 49,030, approximately $13,331, using the 2024 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”). Equity compensation is a key component of our executive compensation program. The value ultimately realized from equity awards is directly linked to Mobileye’s stock price, which motivates our NEOs to increase shareholder value. Equity compensation also helps Mobileye attract and retain top executive talent in a competitive market. In July 2024, 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 “Summary Compensation Table” and “Grants of Plan-Based Awards in the Year Ended December 28, 2024” 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 2024, 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.
Fiscal Year 2024 Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Prof. Amnon Shashua, Chief Executive Officer | 2024 | 725,801 | 13,817,900 | 534,504 | 15,078,205 | | | 2023 | 736,007 | 14,179,275 | 332,815 | 15,248,097 | | | 2022 | 758,595 | 44,199,981(4) | 261,102 | 45,219,678 | | Moran Shemesh Rojansky(5), Chief Financial Officer | 2024 | 276,493 | 1,459,614 | 64,152 | 1,800,259 | | | 2023 | 214,210 | 1,441,430 | 51,777 | 1,707,417 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | 2024 | 650,082 | 9,730,928 | 16,335 | 10,397,345 | | | 2023 | 659,495 | 9,985,404 | 13,321 | 10,658,220 | | | 2022 | 681,142 | 9,999,990 | 22,402 | 10,703,534 | | Boaz Ouriel(5), Executive Vice President, EPG Software | 2024 | 276,493 | 1,459,614 | 71,627 | 1,807,734 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy | 2024 | 273,612 | 1,459,614 | 61,808 | 1,795,034 | | | 2023 | 220,844 | 1,497,776 | 52,465 | 1,771,085 | | | 2022 | 179,832 | 1,964,970 | 44,128 | 2,188,930 |
Grants of Plan-Based Awards in the Year Ended December 28, 2024
Grants of Plan-Based Awards in the Year Ended December 28, 2024
Grants of Plan-Based Awards in the Year Ended December 28, 2024
| 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, 2024 | 516,557 | $13,817,900 | | Moran Shemesh Rojansky, Chief Financial Officer | July 10, 2024 | 54,565 | $1,459,614 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | July 10, 2024 | 363,773 | $9,730,928 | | Boaz Ouriel, Executive Vice President, EPG | July 10, 2024 | 54,565 | $1,459,614 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy | July 10, 2024 | 54,565 | $1,459,614 |
Grants of Plan-Based Awards in the Year Ended December 28, 2024
(1) The amounts reported reflect the aggregate grant date fair value of each stock award computed in accordance with FASB ASC Topic 718 or under the assumptions noted. For information regarding the assumptions used in determining the fair value of an award shown in this column, please refer to note 6 in the consolidated financial statements included in the Annual Report on Form 10-K for fiscal year 2024.
Pension Benefits; Nonqualified Deferred Compensation
Pension Benefits; Nonqualified Deferred Compensation The Company does not maintain a nonqualified deferred compensation plan for the benefit of the NEOs and none of the NEOs participate in a defined benefit pension plan maintained by the Company.
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table
| | | | Stock Awards | | | | Name | Date of Grant | INTC / MBLY Stock | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive 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 | 1,428,571(3) | 20.03 | 28,614,277 | | | 7/10/2023 | MBLY | 210,375(4) | 20.03 | 4,213,811 | | | 7/10/2024 | MBLY | 516,557(5) | 20.03 | 10,346,637 | | Moran Shemesh Rojansky, Chief Financial Officer | 10/26/2022 | MBLY | 7,201(6) | 20.03 | 144,236 | | | 7/10/2023 | MBLY | 8,889(4) | 20.03 | 178,047 | | | 10/31/2023 | MBLY | 14,169(7) | 20.03 | 283,805 | | | 7/10/2024 | MBLY | 54,565(5) | 20.03 | 1,092,937 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | 10/26/2022 | MBLY | 142,857(8) | 20.03 | 2,861,426 | | | 7/10/2023 | MBLY | 148,1524) | 20.03 | 2,967,485 | | | 7/10/2024 | MBLY | 363,773(5) | 20.03 | 7,286,373 | | Boaz Ouriel, Executive Vice President, EPG Software | 10/26/2022 | MBLY | 28,473(6) | 20.03 | 570,314 | | | 7/10/2023 | MBLY | 24,815(9) | 20.03 | 497,044 | | | 7/10/2024 | MBLY | 54,565(5) | 20.03 | 1,092,937 | | | 4/30/2021 | INTC | 235(10) | 20.30 | 4,771 | | | 10/30/2021 | INTC | 1,429(11) | 20.30 | 29,009 | | Nimrod Nehushtan, Executive Vice President Business Development & Strategy | 10/26/2022 | MBLY | 31,814(6) | 20.03 | 637,234 | | | 7/10/2023 | MBLY | 22,223(4) | 20.03 | 445,127 | | | 7/10/2024 | MBLY | 54,565(5) | 20.03 | 1,092,937 |
Outstanding Equity Awards at Fiscal Year-End Table
(1) Represents RSUs granted under the Intel Plan (the “Intel RSUs”) and ME RSUs. Such Intel RSUs vest in annual installments over four years and such ME RSUs vest in annual installments over three years, in each case subject to continued employment. (2) Determined with reference to $20.03, the closing price of a share of Mobileye common stock on the last trading day before December 28, 2024, and $20.30, the closing price of a share of Intel common stock on the last trading day before December 28, 2024. (3) These ME RSUs vest in two equal installments on October 26, 2026 and October 26, 2027. (4) These ME RSUs vest 40% on July 10, 2024, 30% on July 10, 2025, and 30% on July 10, 2026. (5) These ME RSUs vest 40% on July 10, 2025, 30% on July 10, 2026, and 30% on July 10, 2027. (6) These ME RSUs vest 33% on April 26, 2023, 33% on June 26, 2024, and 34% on June 26, 2025. (7) These ME RSUs vest 40% on October 31, 2024, 30% on October 31, 2025, and 30% on October 31, 2026. (8) These ME RSUs vest 40% on April 26, 2023, 30% on June 26, 2024, and 30% on June 26, 2025. These Intel RSUs vest in four equal installments on April 30, 2022, April 30, 2023, April 30, 2024. and April 30, 2025. (11) These Intel RSUs vest in four equal installments on October 30, 2022, October 30, 2023, October 30, 2024. and October 30, 2025.
Stock Vested Table*
Stock Vested Table*
Stock Vested Table*
| | | Stock Awards | | | Name | INTC / MBLY Stock | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Prof. Amnon Shashua, Chief Executive Officer | MBLY | 343,107 | 6,392,886 | | Moran Shemesh Rojansky, Chief Financial Officer | INTC | 1,649 | 37,259 | | | MBLY | 22,360 | 483,807 | | Prof. Shai Shalev-Shwartz, Chief Technology Officer | INTC | 19,017 | 429,689 | | | MBLY | 241,624 | 6,663,442 | | Boaz Ouriel, Executive Vice President, EPG Software | INTC | 5,822 | 143,171 | | | MBLY | 39,858 | 1,104,892 | | Nimrod Nehushtan, Executive Vice President, Business Development & Strategy | INTC | 1,744 | 39,406 | | | MBLY | 45,692 | 1,265,490 |
Stock Vested Table*
* All vested RSUs are Intel RSUs and ME RSUs. None of the NEOs currently hold any Mobileye or Intel 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 Our NEOs may receive certain payments or benefits upon termination pursuant to Israeli law, their employment agreements (as described in the “Employment and Other Agreements” section above) and their equity award agreements under the 2022 Plan, or the Intel Plan, as appliable. Israeli law, the NEO’s employment agreements and the aforementioned equity award agreements provide for certain payments and benefits to our NEOs in connection with the following scenarios: • Termination without Cause. Upon a termination without Cause (as defined in the CEO Agreement), the CEO shall receive (i) his Base Salary and all other benefits and entitlements under the CEO Agreement, as set forth in the “All Other Compensation” column of the Summary Compensation Table, but payable under these termination circumstances, for a period of 2-months following the date of termination, (ii) the Supplement Israeli Severance Payment (as part of the Severance Pay), (iii) accelerated vesting for 100% of all unvested stock options and RSUs awarded under the 2022 Plan, and (iv) the value of accrued but unused vacation days. Each other NEO (i.e., excluding the CEO) in the event of a termination “without cause” under applicable Israeli law shall be entitled to the Supplement Israeli Severance Payment (as part of the Severance Pay) and shall receive the value of accrued but unused vacation days (see “Other Compensation — Retirement and Welfare Benefits”). Resignation. Upon a resignation that does not qualify as a Deemed Dismissal under the CEO Agreement or a deemed dismissal under applicable Israeli law, each NEO shall receive only the value of accrued but unused vacation days. Death or Disablement. Upon death or Disablement (as defined in the aforementioned equity award agreements or the relevant employment agreement, as applicable), each NEO (or their survivor) shall receive (i) accelerated vesting for 100% of all unvested RSUs, (ii) the ability to exercise any unexercised option, whether vested on or prior to the date of termination, at any time prior to 365 days from the later of the date of termination or until the expiration of the option, if earlier, and (iii) the value of accrued but unused vacation days. In addition, each NEO shall also receive the Supplement Israeli Severance Payment (as part of the Severance Pay), subject to the Severance Pay Law. • Deemed Dismissal. In the case of our CEO only, if the CEO is terminated in circumstances that qualify as Deemed Dismissal (as defined in the CEO Agreement), the CEO shall receive (i) his Base Salary and all other benefits and entitlements under the CEO Agreement, as set forth in the “All Other Compensation” column of the Summary Compensation Table, but payable under these termination circumstances, for a period of 2-months following the date of termination, (ii) Supplement Israeli Severance Payment (as part of the Severance Pay), (iii) accelerated vesting for 100% of all unvested stock options and RSUs awarded under the 2022 Plan, and (iv) the value of accrued but unused vacation days. Each other NEO (i.e., excluding the CEO) in the event of a “deemed dismissal”, shall be entitled to the Supplement Israeli Severance Payment (as part of the Severance Pay) and shall receive the value of accrued but unused vacation days (see “Other Compensation — Retirement and Welfare Benefits”). • Termination as a result of Change in Control (CEO only). In the case of the CEO, if the termination happens as a result of Change in Control (as defined in the CEO Agreement), the CEO will receive (i) his Base Salary and all other benefits and entitlements under the CEO Agreement, as set forth in the “All Other Compensation” column of the Summary Compensation Table, but payable under these termination circumstances, for a period of 12-months following the date of termination, (ii) the Supplement Israeli Severance Payment (as part of the Severance Pay), (iii) accelerated vesting for 100% of all unvested stock options and RSUs awarded under the 2022 Plan, and (iv) the value of accrued but unused vacation days. In addition to the Severance Pay, upon termination, our NEOs are entitled by Israeli law to thirty days’ prior written notice, with payment of such individual’s Base Salary and all Other Compensation (see “Fiscal Year 2024 Summary Compensation Table”) during such period (alternatively, the Company may elect to terminate the employment to such employee without any such notice period by paying in lieu of prior notice an amount equal to such employee’s Base Salary for this thirty-day period). Notwithstanding the foregoing, Israeli law provides that the Company may terminate employment without providing this notice period (or paying an amount equal to such employee’s Base Salary during this period) and without payment of Severance Pay (in full or in part) in case of termination due to cause. The table below quantifies certain compensation and benefits that would have become payable to our NEOs had their employment terminated on the last business day of the Company’s fiscal year ending on December 28, 2024, as a result of each of the termination scenarios set forth in the table and discussed above. Salary components were calculated based on a full month ending on the last day of the month (December 31, 2024). Acceleration components, where applicable, are derived from the data presented in the “Outstanding Equity Awards at Fiscal Year-End”.
Potential Payments Upon Termination or Change-In-Control
| Termination Scenario Named Executive Officer | Termination without Cause(1) | Resignation | Death or Disablement(1) | Deemed Dismissal(1) | Termination as a result of Change in Control (CEO only)(1) | | Prof. Amnon Shashua | 45,229,675 | 936,373 | 45,082,223 | 45,229,675 | 45,966,935 | | Moran Shemesh Rojansky | 154,972 | 61,187 | 1,853,997 | 154,972 | N/A | | Prof. Shai Shalev-Shwartz | 991,560 | 442,667 | 14,106,843 | 991,560 | N/A | | Boaz Ouriel | 67,549 | 52,732 | 2,261,624 | 67,549 | N/A | | Nimrod Nehushtan | 194,085 | 90,886 | 2,369,383 | 194,085 | N/A |
Potential Payments Upon Termination or Change-In-Control
In addition to the amounts reported in these columns above, our NEOs would also each receive the amounts accumulated in their severance funds as discussed in the “Other Compensation — Retirement and Welfare Benefits” section, except in circumstances that the Severance Pay Law permits the employer to terminate the employment of the employee without paying severance amounts.
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 2024, “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 2024 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: | | | | | | | | | Total TSR(4) | PHLX Semiconductor Sector Index (SOX) Total TSR | Net Income (Loss) (millions) | | 2024 | $15,078,205 | $44,435,030 | $3,950,093 | $5,218,571 | $69.14 | $215.32 | $(3,090)(5) | | 2023 | $15,248,097 | $86,931,357 | $3,254,550 | $8,063,657 | $149.53 | $175.44 | $(27) | | 2022 | $45,219,678 | $74,812,620 | $4,760,015 | $8,403,979 | $121.02 | $106.65 | $(82) |
Pay versus Performance
(1) Prof. Amnon Shashua, in his capacity as CEO, is the Company’s principal executive officer for 2024. Compensation for our CEO reflects the amounts reported in the summary compensation table. (2) The remaining non-CEO named executive officers for 2024 are: Moran Shemesh Rojansky, Chief Financial Officer; Prof. Shai Shalev-Shwartz, Chief Technology Officer; Nimrod Nehushtan Executive Vice President, Business Development & Strategy; and Boaz Ouriel, Executive Vice President EPG Software. 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”. 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 28, 2024. For the Peer Group, the TSR is a weighted peer group TSR. (5) The Net Income (Loss) for fiscal year ended December 28, 2024 was primarily the result of recording a $2,695 million ($2,613 million, net of tax) non-cash impairment of goodwill in the third quarter of 2024. 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 28, 2024 as reported in the table above was -30.86%. During this same period, the cumulative TSR of the companies in our Peer Group was 115.32%. Our net loss has increased in 2024, as compared to 2023, primarily as the result of recording a $2,695 million ($2,613 million, net of tax) non-cash impairment of goodwill in the third quarter of 2024. 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 Board’s general policy is that non-employee director compensation should be a mix of cash and equity, with the majority being equity. The Compensation Committee has the primary responsibility for reviewing non-employee director compensation and considering any changes, which it does on an annual basis, considering factors such as workload and market data. The Board annually reviews the Compensation Committee’s recommendations and determines the amount of director compensation. The Compensation Committee engages its independent compensation consultant, CAP, to conduct competitive assessments of director compensation program. For the 2024 non-employee director compensation program, the Compensation Committee and the Board considered general industry data for US-listed public companies with revenues between $1.0 billion and $10 billion. The following table sets forth a summary of the compensation we paid to each non-employee member of our Board for fiscal year 2024. Other than as set forth in the table and described more fully below, during the fiscal year 2024, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our board of directors.
Director Compensation
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Safroadu Yeboah-Amankwah | N/A | N/A | N/A | | Elaine L. Chao(3) | 33,462 | 443,152 | 476,614 | | Eyal Desheh | 80,000(4) | 215,785(5) | 295,785 | | Claire C. McCaskill | 60,000 | 215,785(6) | 275,785 | | Christine Pambianchi | N/A | N/A | N/A | | Christoph Schell | N/A | N/A | N/A | | Frank D. Yeary | 60,000 | 215,785(7) | 275,785 | | | N/A | N/A | N/A | | Patrick P. Gelsinger(8) | N/A | N/A | N/A | | Jon M. Huntsman, Jr.(9) | 17,308 | N/A | 17,308 |
Director Compensation
(1) 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 2024 for their service as a director, including any annual retainer fees, committee and/or chair fees. All cash fees were paid in quarterly installments. 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 2024. The ME RSUs granted on December 5, 2024 vest first anniversary of the grant date. Sec. Chao joined our Board on June 7, 2024 and received cash compensation pro rated for the length of her service in 2024. In addition to cash compensation and to the ME RSUs granted on December 5, 2024, on June 7, 2024 the Company granted to Sec. Chao 7,177 ME RSUs in connection with her appointment as an independent director of the Board. (4) Includes retainer paid to Mr. Desheh for his service as Chair of the Audit Committee of the Board in 2024. (5) In addition to the ME RSUs granted in 2024 (as reflected in the above table), the Company granted Mr. Desheh 9,523 ME RSUs on October 26, 2022, of which 3,238 ME RSUs remain unvested (6) In addition to the ME RSUs granted in 2024 (as reflected in the above table), the Company granted Sen. McCaskill 9,523 ME RSUs on October 26, 2022, of which 3,238 ME RSUs remain unvested. (7) In addition to the ME RSUs granted in 2024 (as reflected in the above table), the Company granted Mr. Yeary 9,523 ME RSUs on October 26, 2022, of which 3,238 ME RSUs remain unvested. (8) Mr. Gelsinger resigned from the Board effective as of December 1, 2024. (9) Gov. Huntsman resigned from the Board effective as of April 15, 2024 and received cash compensation pro rated for the length of his service in 2024. All ME RSUs granted to Gov. Huntsman that were unvested at the time of his resignation were cancelled.