DEF 14A of Ceva Inc
Filed Apr 10, 2024 · FY20230001437749-24-011641
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect as directors the seven nominees named below, all of whom are currently directors of Ceva. Each director will be elected to hold office until the 2024 annual meeting of stockholders and until his or her successor is elected and qualified. Each of the nominees has indicated his or her willingness to serve on our board of directors, if elected; however, if any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our board of directors. Our board of directors has no reason to believe that any of the nominees will be unable to serve if elected. The following table sets forth certain information with respect to our nominees to serve as directors as of March 25, 2024.
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
| Name | Age | Director Since | Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years | | Bernadette Andrietti(1)(2) | 62 | 2019 | Ms. Andrietti has enjoyed a successful thirty plus year career with Intel Corporation, holding various executive positions, most recently as Vice President of Sales and Marketing of the EMEA region from March 2013 to October 2019 as well as serving as an industry consultant from November 2019 to February 2024. Ms. Andrietti holds a Baccalaureate Degree in Mathematics and Physics. She also has an engineering degree in Micro Electronics and Telecommunications from ESIEE Paris. We believe Ms. Andrietti’s qualifications to sit on our board include her expertise in sales, marketing and brand management relating to the semiconductor and hi technology industries based on her executive sales and marketing roles within Intel Corporation, her experience in fostering and achieving diversity within the corporate environment, and her experience in cybersecurity from her work at Intel Corporation. | | Jaclyn Liu | 49 | 2021 | Ms. Liu has served as a member of our board of directors since February 2021. Ms. Liu is a senior Partner at Morrison & Foerster LLP, an international law firm, and has more than 25 years of experience in advising public companies on corporate governance matters, M&A strategies and China matters. She serves as outside general counsel to a number of public companies and provides big‑picture, critical value-adding strategic advice. She formerly served as co-chair of Morrison & Foerster’s Global Corporate Department of over 400 lawyers. Ms. Liu graduated from Harvard Law School. We believe Ms. Liu’s qualifications to sit on our board include her expertise in legal matters, her corporate governance and public company expertise, her extensive M&A expertise and her in-depth knowledge of ESG and cybersecurity matters for public companies. |
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
| Name | Age | Director Since | Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years | | Maria Marced(1)(3) | 69 | 2016 | Ms. Marced joined our board of directors in December 2016. From 2007 until her retirement in December 2023, she served as President of TSMC Europe BV, with responsibility for driving the development, strategy and management of TSMC’s business in Europe. Before joining TSMC, Maria was Senior Vice President and General Manager of Sales and Marketing at NXP Semiconductors/Philips Semiconductors. Maria joined Philips Semiconductor in September 2003 as Senior Vice President and General Manager of the Connected Multimedia Solutions Business Unit overseeing Philips' semiconductor solutions for connected consumer applications. Previous to her work with Philips, Maria was employed at Intel where she developed her professional career for more than 19 years, reaching the top position in the Europe, Middle East and Africa region as Vice President and General Manager. She currently serves as Chairwoman of the EMEA Leadership Council of the GSA (Global Semiconductor Alliance). In June 2023, Ms. Marced was appointed to the board of directors of Sequans Communications S.A, and in November 2023, Ms. Marced was appointed to the board of directors of IQE plc. We believe Ms. Marced’s qualifications to sit on our board include her experience serving on other public company boards of directors in addition to her years of executive experience in the high technology and semiconductor industries, her extensive knowledge of our sales channels, competitors and end markets, her deep understanding of our company and her technical expertise of the semiconductor industry. | | Peter McManamon | 75 | 2003 | Mr. McManamon has served as a member of our board of directors since April 2003 and has served as chairman of our board since May 2005. He was a business advisor with the Enterprise Ireland funded, Stanford University program entitled “Strategic Leadership for CFOs.” Mr. McManamon served as chief financial officer of Parthus Technologies plc from 1993 until March 2001, executive vice president of corporate development of Parthus Technologies plc from March 2001 until November 2002, a member of the board of directors of Parthus Technologies plc from 1993 until November 2002, and was one of the co-founders of Parthus Technologies plc. From May 2005 to August 2011, Mr. McManamon served as a partner of Atlantic Bridge, an investment company. In September 2011, he was appointed chairman of Atlantic Bridge. In December 2012, he completed his second five-year term as a board member of The National Development Finance Agency, and as a member of the Audit Committee of the National Treasury Management Agency, appointments made by the Irish Government. He also served as a director of Openmind Networks, Ltd., a provider of SMS and MMS router solutions for mobile and wholesale operators until September 2017. In September 2018, he was appointed and currently serves as a director of Broadwake Limited. We believe Mr. McManamon’s qualifications to sit on our board include his qualification as a Chartered Director, his extensive knowledge of our company, products, and strategies through his early involvement with Parthus Technologies, his knowledge of financial markets, financing operations and global organizations through his years of experience providing strategic and investment advisory services to various global companies as a partner of Atlantic Bridge, and his executive management and corporate strategy skills. |
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
| Name | Age | Director Since | Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years | | Sven-Christer Nilsson(2)(3) | 79 | 2002 | Mr. Nilsson has served as a member of our board of directors since November 2002. He served as a member of the board of directors of Parthus Technologies plc from March 2000 until November 2002. Mr. Nilsson is the founder and owner of RIPASSO AB since August 1999. Between 1982 and 1999, he held various positions with The Ericsson Group, the telecommunications equipment supplier, including president, Ericsson Radio Systems (Sweden), vice president, Mobile Switching Systems, executive vice president, Cellular Systems-American Standards, and, from 1998, President and Chief Executive Officer. Currently Mr. Nilsson serves as a member of the board of directors of MagleChemoswed AB, a Swedish medical device developer and manufacturer. Mr. Nilsson has a long tenure of board service with listed companies and government organizations, including AssaAbloy AB, the worldwide securities and locks company (2001-2015), SprintNextel Corporation (2008-2013), Ripasso Energy AB (2009-2015), Swedish ICT Research AB, an industrial research institute (Chair 2003-2009), The (Swedish) Public Service Broadcasting Foundation (Chair 2003-2011) and The Swedish Defense Materiel Authority (Chair 2009-2015). He also is a member of the Royal Swedish Academy of Engineering Sciences and of the Royal Swedish Academy of War Sciences. We believe Mr. Nilsson’s qualifications to sit on our board include his senior leadership experience through his executive management roles at The Ericsson Group, his corporate governance expertise and stewardship as a result of his various directorships, including SprintNextel Corporation and AssaAbloy AB, his deep understanding of our company, his extensive knowledge of our sales channels, competitors and end markets, and his technical expertise of the baseband market, which is a market that we derive a significant portion of our revenues. | | Amir Panush | 50 | 2024 | Mr. Panush joined our board of directors on February 13, 2024 and has served as our Chief Executive Officer since January 2023. He joined us from InvenSense, Inc., a TDK group company, where he served as Chief Executive Officer and General Manager of TDK Corporation’s MEMS Sensors Business Group. Mr. Panush previously held various leadership positions at TDK following TDK’s successful acquisition of InvenSense in 2017. Mr Panush joined Invensense in 2015, serving as head of the company’s Strategy & Corporate Development, where he drove strategic expansion and diversification efforts. Prior to joining InvenSense, from May 2011 to March 2015, Mr. Panush served in various capacities at Qualcomm, most recently as the Senior Director of Product Management and Business Development for the IoE/IoT client business. Prior to joining Qualcomm, Mr. Panush led strategic marketing and partnerships at Atheros Communications, which was later acquired by Qualcomm. His earlier industry roles spanned software engineering and project management leadership at Texas Instruments and Comsys Mobile, which was acquired by Intel. Mr. Panush holds a Master of Business Administration from Haas Business School, University of California at Berkeley and a bachelor’s degree, Cum Laude, in Computer Science from Technion Institute of Technology in Israel. We believe Mr. Panush’s qualifications to sit on our board include his years of executive experience in the high technology and semiconductor industries, as well as his intimate knowledge of our business, operations, technology and sale channels acquired as our Chief Executive Officer. |
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
| Name | Age | Director Since | Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years | | Louis Silver(1)(3) | 70 | 2002 | Mr. Silver has served as a member of our board of directors since April 2002. He is currently a corporate advisor and serves as Managing Director of Alba Capital S. A. and Wicklow Corp., private holding investment companies. From April 2005 until April 2015, Mr. Silver was a principal at RP Capital Group, an alternative investment firm focused on investment opportunities in EMEA. Mr. Silver serves on the board of a number of private companies, was a director of DSP Group, a former NASDAQ-listed company, until May 2012, and director of Scopus Video Networks Ltd., a former NASDAQ-listed company, until December 2008. We believe Mr. Silver’s qualifications to sit on our board include his corporate legal experience which can assist the board in fulfilling its oversight responsibilities regarding legal and regulatory compliance, his years of experience providing strategic and investment advisory services to companies and his public company experience which allows him to understand the dynamics of the board overseeing an ever-changing mix of strategic, operational and compliance-related matters. |
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
| (1) Member of compensation committee. |
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
| (2) Member of nomination and corporate governance committee. |
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS
| (3) Member of audit committee. |
Compensation Committee
| ● | reviewing and making recommendations to the board with respect to director compensation; |
Overview of Compensation Philosophy and Objectives
| ● | create a performance-oriented environment by rewarding executive officers for the achievement of Ceva’s business objectives, both short-term and long-term, and achievement within an individual executive officers’ particular area of responsibility; and |
Overview of Compensation Philosophy and Objectives
| ● | provide executive officers with equity incentives in Ceva so as to link a portion of an executive officer’s compensation with the positive performance of the company as reflected in Ceva’s common stock and strategic goals. |
Executive Compensation Practices at a Glance
| What We Do | What We Do Not Do | | Pay for Performance under Our Executive Bonus Plans. We link pay to performance and stockholder interests by establishing annual executive bonus plans for our executive officers based solely on financial and business metrics established in advance by the compensation committee. | No “Single Trigger” Severance Payments: We do not have “single trigger” severance payments owing solely on account of the occurrence of a change of control event. | | Performance-Based Equity Awards for All Executive Officers. We incentivize executive officers to achieve the company’s strategic and business goals with the grant of equity awards to executive officers tied to performance metrics. In 2023, approximately 82% of the aggregate annual equity awards granted to our executive officers, excluding a one-time RSU grant for our new CEO, were in the form of short-term or long-term performance-based stock units (“PSUs”) (with PSUs calculated at target), with significant components vesting based on stock price performance. | No Re-Pricing of Equity Awards: Our equity plans prohibit repricing of equity awards without stockholder approval. | | Capped Incentives under Our Annual Executive Bonus Plans. Except for the sales-based incentive plan for our sales organization heads, our annual executive bonus plans are capped for our executive officers and tied to their base salary for the relevant year. | No Hedging or Pledging in Company Securities: All of our employees, including executive officers, and directors are prohibited from engaging in any hedging or pledging transaction with respect to company equity securities. | | Time-Based Equity Awards Generally Subject to Multi-Year Vesting. Our time-based equity award grants to our executive officers are generally subject to a multi-year vesting schedule. | No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses under our annual executive bonus plan. | | Thorough Compensation Risk Assessment: Our compensation committee conducts an annual assessment of the company’s executive and broad-based compensation programs to ensure prudent risk management. | No Nonqualified Defined Contribution or Other Deferred Compensation Plan. We do not have any such plans. | | Compensation Committee Independence and Experience: Our compensation committee is comprised solely of independent directors who have extensive experience. | No Special Perquisites or Retirement Benefits: We do not provide special perquisites or retirement benefits to our executive officers that are not generally provided to all of our employees. | | Independent Compensation Advisor: Our compensation committee has the authority to select and engage its own independent advisor. | No Tax Gross-Ups: We do not provide tax gross-ups. | | Stock Ownership Policy: Our named executive officers and all of our directors are subject to such a policy. | | | Say-on-Pay: We conduct an annual say-on-pay vote. | | | Clawback Policy: Our named executive officers are subject to such a policy. | |
Role of Compensation Consultants in Compensation Decisions
Role of Compensation Consultants in Compensation Decisions The charter of the compensation committee authorizes the committee to engage the services of consultants to assist in the determination of our executive officers’ compensation. The compensation committee engaged the services of Compensia, Inc., an independent compensation consultant, in 2023 to provide a summary of incentive plan design market practices, to outline equity plan considerations and to assist with the pay vs. performance disclosure presentations and analysis.
Compensation Consultant Independence
Compensation Consultant Independence To ensure independence, the compensation committee, as needed, will directly engage a compensation consultant and determine its independence. The compensation committee has determined that Compensia is independent under applicable SEC and Nasdaq rules, based on the committee’s review of the services provided to the company, and concluded that no conflict of interest existed that would prevent Compensia from independently advising the compensation committee.
Principal Elements of Executive Compensation
Principal Elements of Executive Compensation Compensation of our executive officers consists of three principal components: base salary, annual cash incentive award payable pursuant to a performance-based bonus plan and long‑term equity incentive compensation. In 2023, short-term equity incentive compensation to our executive officers consisted of a mix of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with long-term equity incentive compensation consisting purely of PSUs. The determination by the compensation committee of the remuneration of Mr. Panush in 2023 generally was based upon methods consistent with those used for our other executive officers as well as terms negotiated in his employment agreement in November 2022, in connection with which the company agreed to the award of a cash signing bonus in the gross amount of NIS 600,000, subject to Mr. Panush’s service as an employee for at least 18 months, and a one-time RSU award with a $1.2 million grant value, one-third of which will vest on each anniversary of the commencement of Mr. Panush’s employment with us. The compensation committee believes that the salary and short- and long-term incentive compensation paid to Mr. Panush in 2023, in addition to his signing awards, were appropriate based on our compensation policy. The determination by the compensation committee of the remuneration of Mr. Toquet in 2023 generally was based upon methods consistent with those used for our other executive officers, except that in lieu of participating in the 2023 Executive Bonus Plan discussed below, he was eligible for a commission-based cash bonus, payable quarterly based on criteria discussed below. Base Salary. The base salaries of our executive officers are reviewed annually and are set by the compensation committee. Base salaries for executive officers, including the Chief Executive Officer, are generally determined on an individual basis by evaluating (i) the executive’s scope of responsibility and changes in job responsibility, performance, prior employment experience and salary history; (ii) our financial performance, including changes in our revenues and profits, during the year; (iii) competitive market conditions for executive compensation; and (iv) internal consistency within our salary structure. The base salaries of Messrs. Panush, Arieli and Boukaya are denominated in New Israeli Shekel (NIS) in consideration that these executive officers reside in Israel. Mr. Toquet’s base salary is denominated in Swedish Krona (SEK), as he resides in Sweden. The base salaries of our executive officers did not change in 2023 or in 2024 through the date of this proxy statement, except in February 2024, the compensation committee approved a salary increase of approximately 8% for Mr. Toquet. Annual Cash Incentive Award. The compensation committee believes that an annual performance-based cash award to supplement base salaries of executive officers provides an important incentive to the achievement of corporate goals. 2023 Executive Bonus Plan. In February 2023, the compensation committee established a 2023 Executive Bonus Plan for each of Messrs. Panush, Arieli and Boukaya, effective January 1, 2023 to December 31, 2023. The committee believed that the 2023 Executive Bonus Plan was an important part of maintaining the overall competitiveness of the company’s executive compensation program. In November 2023, the compensation committee adjusted the approved financial targets to account for the divestiture of the Intrinsix business earlier in the quarter. Parameters of the 2023 Executive Plan, as adjusted to exclude any discontinued operations, are as follows:
Principal Elements of Executive Compensation
| Weighting | Financial Target | Threshold for Receipt of Bonus | Linear Calculation Between Threshold and Target | Linear Calculation between Target and Maximum | | 40% | Specified 2023 revenue target approved by the board (the “2023 Revenue Target”) | 90% of the 2023 Revenue Target | If we achieve between 90% and 100% of the 2023 Revenue Target, that percentage of the target bonus amount, subject to 40% weighting, would be payable | For the 2023 Revenue Target, if our actual result exceeds 100% of the target, every 1% achieved above the target, up to 110%, would result in an increase of 5% for Mr. Panush and an increase of 2.5% for each of Messrs. Arieli and Boukaya in bonus payable, subject to 40% weighting | | 40% | Specified 2023 non-GAAP earnings per share approved by the board (the “2023 EPS Target”) | 90% of the 2023 EPS Target | If we achieve between 90% and 100% of the 2023 EPS Target, that percentage of the bonus amount, subject to 40% weighting, would be payable | For the 2023 EPS Target, if our actual result exceeds 100% of the target, every 1% achieved above the target, up to 110%, would result in an increase of 5% for Mr. Panush and an increase of 2.5% for each of Messrs. Arieli and Boukaya in bonus payable, subject to 40% weighting | | 10% | Specified 2023 base station and IoT royalty revenue target (the “2023 Royalty Target”) | 90% of 2023 Royalty Target | If we achieve between 90% and 100% of the 2023 Royalty Target, that percentage of the bonus amount, subject to 10% weighting, would be payable | For the 2023 Royalty Target, if we achieve above 100% of the 2023 Royalty Target, every 1% achieved above the target, up to 110%, would result in an increase of 5% for Mr. Panush and an increase of 2.5% for each of Messrs. Arieli and Boukaya, subject to 10% weighting |
Principal Elements of Executive Compensation
| Weight | Objective | Results | Calculation | | 40% of Target Bonus | 2023 Revenue Target | Actual 2023 revenues were $57.4 million (vs. target of $70.8 million), ~19% below the 2023 Revenue Target | Payout percentage: 0% Payout: $0 | | 40% of Target Bonus | 2023 EPS Target | Actual non-GAAP earnings per share was 18 cents (vs. target of 64 cents), ~72% below the 2022 EPS Target. | Payout percentage: 0% Payout: $0 | | 10% of Target Bonus | 2023 Royalty Target | Actual specified 2023 royalty revenues decreased to $26 million (vs. target of $32 million), ~23% below the 2023 Royalty Target | Payout percentage: 0% Payout: $0 | | 10% of Target Bonus | 2023 Customer Targets | Two covered customer agreements on parameters set by the compensation committee were executed | Payout percentage: 100% Payout: $35,000 |
Principal Elements of Executive Compensation
| Weight | Objective | Results | Calculation | | 40% of Target Bonus | 2023 Revenue Target | Actual 2023 revenues were $57.4 million (vs. target of $70.8 million), ~19% below the 2023 Revenue Target | Payout percentage: 0% Payout: $0 | | 40% of Target Bonus | 2023 EPS Target | Actual non-GAAP earnings per share was 18 cents (vs. target of 64 cents), ~72% below the 2022 EPS Target. | Payout percentage: 0% Payout: $0 | | 10% of Target Bonus | 2023 Royalty Target | Actual specified 2023 royalty revenues decreased to $26 million (vs. target of $32 million), ~23% below the 2023 Royalty Target | Payout percentage: 0% Payout: $0 | | 10% of Target Bonus | 2023 Customer Targets | Two covered customer agreements on parameters set by the compensation committee were executed | Payout percentage: 100% Payout: $16,600 |
Principal Elements of Executive Compensation
| Weight | Objective | Results | Calculation | | 40% of Target Bonus | 2023 Revenue Target | Actual 2023 revenues were $57.4 million (vs. target of $70.8 million), ~19% below the 2023 Revenue Target | Payout percentage: 0% Payout: $0 | | 40% of Target Bonus | 2023 EPS Target | Actual non-GAAP earnings per share was 18 cents (vs. target of 64 cents), ~72% below the 2022 EPS Target. | Payout percentage: 0% Payout: $0 | | 10% of Target Bonus | 2023 Royalty Target | Actual specified 2023 royalty revenues decreased to $26 million (vs. target of $32 million), ~23% below the 2023 Royalty Target | Payout percentage: 0% Payout: $0 | | 10% of Target Bonus | 2023 Customer Targets | Two covered customer agreements on parameters set by the compensation committee were executed | Payout percentage: 100% Payout: $14,200 |
Equity Incentive Programs
Equity Incentive Programs We intend that our equity incentive programs are the primary vehicle for offering long-term incentives and rewarding our executive officers and key employees. We also regard our equity incentive programs as key retention tools. 2011 Stock Incentive Plan We established our 2011 Stock Incentive Plan, which we refer to as the 2011 Plan, to attract and retain the best available personnel, to provide additional incentives to our employees, consultants and directors through ownership of shares of our common stock, and to promote the success of our business. As amended, the 2011 Plan authorizes 4,350,000 shares of common stock reserved for issuance, plus any shares of our common stock that would otherwise return to our 2002 Stock Incentive Plan (which terminated upon stockholder approval of the 2011 Plan in 2011) or our 2003 Director Stock Option Plan as a result of forfeiture, termination or expiration of awards previously granted under the 2002 Plan or the 2003 Director Stock Option Plan, as applicable, which has resulted in an increase in 273,693shares under the 2011 Plan as a result of such rollovers. As of March 25, 2024, a total of 654,055 shares of our common stock remained available for issuance under the 2011 Plan. The maximum number of shares of our common stock with respect to which options and stock appreciation rights may be granted to a participant during a calendar year is 500,000 shares of our common stock, although in connection with a participant’s commencement of service with the company or a related entity of the company, the participant may be granted options and stock appreciation rights for up to an additional 250,000 shares of our common stock, which would not count against the foregoing limit. For awards of restricted stock and restricted stock units, the maximum number of shares of our common stock subject to such awards that may be granted to a participant during a calendar year was 500,000 shares of our common stock. The 2011 Plan provides for the grant of stock options, restricted stock, restricted stock units and stock appreciation rights (collectively referred to as “awards”). However, in order to promote a longer term management focus and to provide an incentive for continued employment with us, we primarily grant RSUs and PSUs to our executive officers and RSUs to the rest of our employees. Under limited circumstances, we grant stock options and stock appreciation rights to certain employees and generally in small quantities. RSU awards generally become exercisable over a three-year period. Certain PSU awards vest immediately upon achievement of the underlying performance goals, and other PSU awards vest over a three-year period even after achievement of the underlying performance goals. The size of the equity award made to each executive officer is based upon the following factors:
Equity Incentive Programs
| ● | an evaluation of the executive officer’s past performance; |
Equity Incentive Programs
| ● | the total compensation being paid to the executive officer; |
Equity Incentive Programs
| ● | the anticipated value of the executive officer’s contribution to our future performance; |
Equity Incentive Programs
| ● | the executive officer’s scope of responsibility; |
Equity Incentive Programs
| ● | the executive officer’s current position with us; |
Equity Incentive Programs
| ● | the number of equity awards granted to the executive officer during previous fiscal years and the vesting status of such awards; |
Equity Incentive Programs
| ● | comparability with equity awards made to our other executive officers; and |
Equity Incentive Programs
| ● | comparability with equity awards of similarly situated executive officers at peer companies. |
Equity Incentive Programs
The 2011 Plan is administered, with respect to grants to officers, employees, directors, and consultants, by the 2011 Plan administrator defined as our board of directors or one or more committees designated by the board. The compensation committee currently acts as the 2011 Plan administrator. 2002 Employee Stock Purchase Plan We established our 2002 Employee Stock Purchase Plan, which we refer to as the Purchase Plan, to provide employees with an opportunity to purchase our common stock through accumulated payroll deductions. Further, we believe the Purchase Plan advances the interests of our stockholders by enhancing our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to us by providing those persons with equity ownership opportunities and performance-based incentives – thereby better aligning the interests of those persons with those of our stockholders. As amended, the Purchase Plan authorizes 3,450,000 shares of common stock reserved for issuance. As of March 25, 2024, a total of 274,560 shares of our common stock remained available for purchase under the Purchase Plan. Offer periods under the Purchase Plan are generally overlapping periods of 24 months. Purchase periods are generally six-month periods commencing on each March 1 and September 1. The exercise dates are the last day of each purchase period. The price per share at which shares are sold under the Purchase Plan is equal to 85% of the fair market value of our common stock on the commencement date of the offer period or the last day of the purchase period, whichever is lower. The fair market value of the common stock on a given date is the closing sale price of the common stock on NASDAQ as of such date. At the beginning of an offer period, each participant is granted the right to purchase the number of shares determined by dividing $50,000 by the fair market value on the offer period commencement date. However, no employee is granted a purchase right under the Purchase Plan (1) if immediately after the grant of the purchase right, the employee would own 5% or more of the total combined voting power or value of all classes of stock of the company or a subsidiary of the company or (2) which would permit the employee to buy more than $25,000 worth of stock in any calendar year. The Purchase Plan is administered by our board of directors, or a committee of the board as designated by the board from time to time, which has the authority to determine the terms and conditions under which purchase rights are to be granted under the Purchase Plan for any offer period during the term of the Purchase Plan, and to resolve all questions relating to the administration of the plan. The compensation committee currently acts as the Purchase Plan administrator.
Employment Agreements and Post-Termination Protection
Employment Agreements and Post-Termination Protection The compensation committee also recognizes that, from time to time, it is appropriate to enter into agreements with certain key employees to ensure that we continue to retain their services and to promote stability and continuity within our company. We have entered into employment agreements with our executive officers. The varied terms of their employment agreements reflect the importance of retaining their services and their potential contributions to the attainment of our long-term goals. None of the employment agreements with our executive officers provide for tax gross ups and none includes any “single trigger” change-in-control provisions.
Compensation Policies and Practices and Risk Management
| ● | A Balanced Mix of Compensation Components – The target compensation mix for our executive officers is composed of base salary, annual cash bonus incentives, and time-based and performance-based equity awards. |
Compensation Policies and Practices and Risk Management
| ● | Financial Performance Factors – Our annual cash bonus plan for 2023 used companywide financial metrics based on the company’s internal budget approved by the board to focus our executive officers on the achievement of objectives for the overall benefit of the company. |
Compensation Policies and Practices and Risk Management
| ● | Capped Cash Incentive Awards – Annual cash incentive awards for 2023 were capped at 170% of the target opportunity for our Chief Executive Officer, and 150% of the target opportunity for our Chief Financial Officer and Chief Operating Officer. |
Compensation Policies and Practices and Risk Management
| ● | PSU Awards – Each of our executive officers received PSU awards in 2023 based on financial metrics to align their compensation incentives with that of our stockholders. |
Compensation Policies and Practices and Risk Management
| ● | Multi-Year Vesting – Equity awards vest over multiple years requiring long-term commitment on the part of employees. |
Compensation Policies and Practices and Risk Management
| ● | Competitive Positioning – The compensation committee has compared our executive compensation to our peers to ensure our compensation program is consistent with industry practice. |
2023 Summary Compensation
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Amir Panush | | | | | | | | | | | Chief Executive Officer | 2023 | 487,692 | 172,662(5) | 3,109,760(5) | — | 35,156 | — | 140,617 | 3,945,887 | | Yaniv Arieli | 2023 | 326,350 | — | 926,053 | — | 16,741 | — | 110,207 | 1,379,351 | | Chief Financial Officer | 2022 | 319,494 | — | 414,119 | — | 130,762 | — | 107,997 | 972,372 | | | 2021 | 313,673 | — | 504,646 | — | 179,335 | — | 390,876 | 1,388,530 | | Gweltaz Toquet | | | | | | | | | | | Chief Commercial Officer | 2023 | 223,385 | — | 797,187 | — | — | — | 167,220(6) | 1,187,792 | | Michael Boukaya | 2023 | 277,608 | — | 834,519 | — | 14,230 | — | 91,915 | 1,218,272 | | Chief Operating Officer | 2022 | 258,425 | — | 386,225 | — | 105,464 | — | 90,409 | 840,523 | | | 2021 | 252,356 | — | 514,369 | — | 144,375 | — | 178,564 | 1,089,664 |
2023 Grants of Plan Based Awards
2023 Grants of Plan Based Awards The following table sets forth the plan based awards granted to Messrs. Panush, Arieli, Toquet and Boukaya in fiscal year 2023.
2023 Grants of Plan Based Awards
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | | | | | | Name | Grant Date | Approval Date | Number of Non-Equity Incentive Plan Units Granted (#) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of shares of our common stock of Stock or Units (#) (4) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Closing Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Amir | 01/01/2023 | 01/01/2023 | 0 | | | | | | | 46,911 | 0 | 0 | 25.58 | 1,199,983 | | Panush | 02/17/2023 | 02/17/2023 | 0 | | | | | | | 14,541 | 0 | 0 | 33.01 | 479,998 | | | 02/17/2023 | 02/17/2023 | 0 | | | | 4,907(2) | 21,811(2) | 28,354(2) | | 0 | 0 | 33.01 | 584,589 | | | 02/17/2023 | 02/17/2023 | 0 | | | | 60,587(3) | 60,587(3) | 60,587(3) | | 0 | 0 | 33.01 | 845,189 | | | | 02/17/2023 | 0 | 17,370 | 347,395 | 503,722 | | | | | 0 | 0 | | | | | | | | | | | | | | | | 0 | | | | Yaniv | 02/17/2023 | 02/17/2023 | 0 | | | | | | | 9,996 | 0 | | 33.01 | 329,968 | | Arieli | 02/17/2023 | 02/17/2023 | 0 | | | | 1,499(2) | 6,664(2) | 7,996(2) | | 0 | | 33.01 | 173,497 | | | 02/17/2023 | 02/17/2023 | 0 | | | | 30,293(3) | 30,293(3) | 30,293(3) | | 0 | 0 | 33.01 | 422,587 | | | | 02/17/2023 | 0 | 8,271 | 165,426 | 202,647 | | | | | 0 | 0 | | | | | | | | | | | | | | | | 0 | | | | | 01/01/2023 | 01/01/2023 | 0 | | | | | | | 3,909 | 0 | 0 | 25.58 | 99,992 | | Gweltaz | 02/17/2023 | 02/17/2023 | 0 | | | | | | | 5,452 | 0 | | 33.01 | 179,971 | | Toquet | 02/17/2023 | 02/17/2023 | 0 | | | | 817(2) | 3,635(2) | 4,362(2) | | 0 | 0 | 33.01 | 94,637 | | | 02/17/2023 | 02/17/2023 | 0 | | | | 30,293(3) | 30,293(3) | 30,293(3) | | 0 | 0 | 33.01 | 422,587 | | | | | | | | | | | | | 0 | 0 | | | | Michael | 02/17/2023 | 02/17/2023 | 0 | | | | | | | 8,179 | 0 | 0 | 33.01 | 269,989 | | Boukaya | 02/17/2023 | 02/17/2023 | 0 | | | | 1,226(2) | 5,452(2) | 6,542(2) | | 0 | 0 | 33.01 | 141,943 | | | 02/17/2023 | 02/17/2023 | 0 | | | | 30,293(3) | 30,293(3) | 30,293(3) | | 0 | 0 | 33.01 | 422,587 | | | | 02/17/2023 | 0 | 7,031 | 140,612 | 172,250 | | | | | | | | |
2023 Grants of Plan Based Awards
| (1) Represents the threshold, target and maximum amounts payable to Messrs. Panush, Arieli and Boukaya pursuant to the 2023 Executive Bonus Plan, based on the exchange rate of NIS into U.S. dollars at December 31, 2023. For more information, see the discussion in the CD&A under the caption “Annual Cash Incentive Award.” |
2023 Grants of Plan Based Awards
| (2) Represents the threshold, target and maximum amounts associated with the grant of performance stock units pursuant to our 2011 Stock Incentive Plan. The performance stock units are subject to performance during calendar year 2023 and then vest over three years, with 1/3 vesting on each of the first three anniversaries of the grant date. For more information, see the discussion in the CD&A under the caption “2023 Short-Term Performance-Based Restricted Stock Unit Award to Executive Officers.” |
2023 Grants of Plan Based Awards
| (3) Represents the threshold, target and maximum amounts associated with the grant of performance stock units pursuant to our 2011 Stock Incentive Plan. The restricted stock units vest on achievement of certain milestones. For more information, see the discussion in the CD&A under the caption “2023 Long Term Performance-Based Restricted Stock Unit Award to Executive Officers.” |
2023 Grants of Plan Based Awards
| (4) Represents the grant of restricted stock units pursuant to our 2011 Stock Incentive Plan. The restricted stock units vest over three years, with 1/3 vesting on each of the first three anniversaries of the grant date. |
2023 Grants of Plan Based Awards
| (5) Represents the aggregate grant date fair value of the awards based on FASB ASC No. 718, “Stock Compensation” (“FASB ASC No. 718”). For a discussion of valuation assumptions under FASB ASC No. 718, see Note 1 to our 2023 Consolidated Financial Statements included in our 2023 annual report on Form 10-K. |
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023 The following table sets forth information concerning unexercised restricted stock units held by each of our named executive officers as of December 31, 2023. The calculations are based on our closing stock price as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End 2023
| | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option / SAR’s Exercise Price ($) | Option / SAR’s Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Exercisable | Unexercisable | | | | | | | | | Amir Panush | - | - | - | - | - | - | - | 46,911(1) | 1,065,349 | | | - | - | - | - | - | - | - | 14,541(3) | 330,226 | | | - | - | - | - | - | - | - | 60,587(4) | 178,126 | | Yaniv Arieli | - | - | - | - | - | - | - | 1,191(1) | 27,048 | | | - | - | - | - | - | - | - | 469(2) | 10,651 | | | - | - | - | - | - | - | - | 1,616(2) | 36,699 | | | - | - | - | - | - | - | - | 4,963(1) | 112,710 | | | - | - | - | - | - | - | - | 9,996(1) | 227,009 | | | - | - | - | - | - | - | - | 30,293(2) | 89,061 | | Gweltaz Toquet | - | - | - | - | - | - | - | 784(1) | 17,805 | | | - | - | - | - | - | - | - | 2,025(1) | 45,988 | | | - | - | - | - | - | - | - | 3,909(1) | 88,773 | | | - | - | - | - | - | - | - | 5,452(1) | 123,815 | | | - | - | - | - | - | - | - | 30,293(2) | 89,061 | | Michael Boukaya | - | - | - | - | - | - | - | 1,191(1) | 27,048 | | | - | - | - | - | - | - | - | 469(2) | 10,651 | | | - | - | - | - | - | - | - | 1,292(2) | 29,341 | | | - | - | - | - | - | - | - | 3,971(1) | 90,181 | | | - | - | - | - | - | - | - | 8,179(1) | 185,745 | | | - | - | - | - | - | - | - | 30,293(2) | 89,061 |
Outstanding Equity Awards at Fiscal Year-End 2023
| (1) Represents RSUs granted pursuant to our 2011 Plan. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (2) Represents PSUs granted pursuant to our 2011 Plan. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (3) Represents RSUs granted pursuant to an inducement award in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules granted on terms substantially similar to those of the 2011 Plan. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (4) Represents PSUs granted pursuant to an inducement award in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules granted on terms substantially similar to those of the 2011 Plan. |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table sets forth information for each of the named executive officers with respect to the vesting of restricted stock units during 2023. None of our named executive officers exercised options during 2023.
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards (1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Amir Panush | - | - | - | - | | Yaniv Arieli | - | - | 8,937 | 295,010 | | Gweltaz Toquet | - | - | 1,799 | 37,743 | | Michael Boukaya | - | - | 8,278 | 273,257 |
2023 Option Exercises and Stock Vested
| (1) Reflects vesting of RSUs granted pursuant to our 2011 Plan as it relates to Messrs. Arieli, Toquet and Boukaya. None of Mr. Panush’s equity awards vested in 2023. The value realized upon vesting represents the fair market value of our common stock on the date of vesting. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not provide any nonqualified deferred contribution or other deferred compensation plans to our named executive officers.
CEO Compensation Pay Ratio
CEO Compensation Pay Ratio We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create stockholder value. We monitor the relationship between the compensation of our executive officers and the compensation of our non-managerial employees. For 2023, the total compensation of Amir Panush, our Chief Executive Officer, of $3,945,887, as shown in the Summary Compensation Table above, was approximately 24 times the total compensation of a median employee. Our CEO to median employee pay ratio is calculated in accordance with SEC’s rules pursuant to Item 402(u) of Regulation S-K. We included all employees, whether employed on a full-time or part-time. We annualized the compensation for any full-time employees that were not employed by us for all of 2023, and calculated amounts with respect to restricted stock unit awards based on FASB ASC No. 718. Otherwise, we did not make any assumptions, adjustments, or estimates with respect to total compensation.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The subsequent tables set forth the potential amount of compensation to each of Messrs. Panush, Arieli, Toquet and Boukaya in the event of immediate termination of such executive officer’s employment and, where applicable, a change in control of our company occurred as of December 31, 2023. The calculations for Messrs. Panush, Arieli and Boukaya are based on the exchange rate of NIS into the U.S. dollars at December 31, 2023.
Potential Payments Upon Termination or Change of Control
| Name: Amir Panush | Termination for Cause or Resignation w/o Good Reason ($) | Termination w/o Cause, Resignation for Good Reason or upon Death ($) | Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($) | | Salary related | - | 628,309 | 1,256,618 | | Bonus related | - | 439,816 | - | | Unvested Shares of Time-Based Restricted Stock Units | - | 1,395,575 | 1,395,575 | | Accrued Vacation Pay | 27,023 | 27,023 | 27,023 | | Total | 27,023 | 2,490,723 | 2,679,216 |
Potential Payments Upon Termination or Change of Control
| Name: Yaniv Arieli | Termination for Cause or Resignation w/o Good Reason ($) | Termination w/o Cause, Resignation for Good Reason or upon Death ($) | Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($) | | Salary related | - | 162,474 | 649,895 | | Benefits related | - | 55,805 | 223,219 | | Unvested Shares of Time-Based Restricted Stock Units | - | 414,117 | 414,117 | | Accrued Vacation Pay | 84,624 | 84,624 | 84,624 | | Total | 84,624 | 717,020 | 1,371,855 |
Potential Payments Upon Termination or Change of Control
| Name: Gweltaz Toquet | Termination for Cause or Resignation w/o Good Reason ($) | Termination w/o Cause, Resignation for Good Reason or upon Death ($) | Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($) | | Salary related | - | 116,196 | 232,391 | | Unvested Shares of Time-Based Restricted Stock Units | - | - | 276,381 | | Swedish pension | - | 11,620 | 23,239 | | Accrued Vacation Pay | 18,341 | 18,341 | 18,341 | | Total | 18,341 | 146,156 | 550,352 |
Potential Payments Upon Termination or Change of Control
| Name: Michael Boukaya | Termination for Cause or Resignation w/o Good Reason ($) | Termination w/o Cause, Resignation for Good Reason or upon Death ($) | Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($) | | Salary related | - | 138,103 | 552,411 | | Unvested Shares of Time-Based Restricted Stock Units | - | - | 342,966 | | Accrued Vacation Pay | 2,690 | 2,690 | 2,690 | | Total | 2,690 | 140,793 | 898,067 |
Pay Versus Performance
Pay Versus Performance The compensation committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with shareholder interests and links pay to performance through a blend of short-term and long-term performance measures. In 2023, incentive pay made up 59% of our Chief Executive Officer’s target total direct compensation and, on average, 69% of our other named executive officers’ target total direct compensation. This high utilization of incentive compensation results in higher total realized pay when our executive officers exceed the compensation committee-approved performance targets. Conversely, failure to achieve the approved targets results in lower realized pay, including the possibility that some awards pay zero at the end of their performance period. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how the Company aligns executive compensation with our performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.”
Pay-Versus-Performance Table
| | Summary | | Summary | | Average Summary Compensation Table Total for | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Compensation Table Total for PEO 1 – A. Panush(1) | Compensation Actually Paid to PEO 1 – A. Panush(2) | Compensation Table Total for PEO 2 – G. Wertheizer(1) | Compensation Actually Paid to PEO 2 – G. Wertheizer(2) | Non-PEO Named Executive Officers(1) | to Non-PEO Named Executive Officers(2) | Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | Net Income (loss)(5) | Total Revenues(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2023 | $3,945,887 | $2,409,828 | N/A | N/A | $1,261,805 | $733,942 | $84 | $213 | $(11,878,000) | $97,419,000 | | 2022 | N/A | N/A | $2,064,442 | $1,359,538 | $1,184,102 | $846,947 | $95 | $158 | $(23,183,000) | $120,583,000 | | 2021 | N/A | N/A | $2,900,681 | $5,154,793 | $1,252,677 | $2,345,304 | $160 | $230 | $396,000 | $113,832,000 | | 2020 | N/A | N/A | $3,046,985 | $5,057,919 | $1,284,745 | $2,290,490 | $169 | $161 | $(2,379,000) | $100,326,000 |
Pay-Versus-Performance Table
| (2) The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid” to our PEO 1, Mr. Panush and PEO 2, Mr. Wertheizer, as computed in accordance with Item 402(v) of Regulation S-K, and our other NEOs for each covered fiscal year (e.g., for 2023, Messrs. Arieli, Boukaya and Toquet). In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the “compensation actually paid”: |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The Pay-versus-Performance table above and the charts below demonstrate that the compensation actually paid to our PEO and other NEOs is generally aligned with our performance for metrics presented in the tabular disclosure over the covered period, including TSR, net income and total revenues. Compensation Actually Paid and Company TSR As shown in the chart below, the amount of compensation actually paid to Mr. Wertheizer (PEO 2) and the average amount of compensation actually paid to our other NEOs as a group is generally aligned with our TSR relative to the S&P Semiconductor Select Index, in that our compensation actually paid increased for 2021 following our TSR exceeding our peer group TSR in 2020, and our compensation actually paid decreased significantly for 2022 and, for our other NEOs as a group, further decreased in 2023, following the significant underperformance of our TSR compared to our peer group in 2021 and sustained TSR underperformance thereafter. Compensation for Mr. Panush (PEO 1) in 2023 significantly exceeds compensation for Mr. Wertheizer (PEO 2) in 2022 notwithstanding the comparative decline in TSR because this compensation includes Mr. Panush’s one-time sign-on RSU award with a $1.2 million grant value. Compensation Actually Paid and Net Income The chart below illustrates the correlation between compensation actually paid to our PEOs and average compensation actually paid to our other NEOs against the Company’s net income. Our fiscal year 2022 net income was heavily influenced by the impact of a tax charge to record a valuation allowance in 2022, as well as by our decision to cease the development of the Immervision technology we acquired in 2019 and the related impairment charge, and increased research and development costs. We do not use net income, whether on a GAAP or non-GAAP basis, as a financial performance measure in our executive compensation program, but there is an indirect correlation between our profitability and compensation actually paid through the impact of EPS performance as an incentive plan metric on pay outcomes. Compensation Actually Paid and Total Revenue The chart below compares the compensation actually paid to our PEOs and other NEOs with our revenue performance, the financial metric in our assessment that is most important for linking pay and performance in the covered years. Our increase in compensation actually paid from 2020 to 2021 correlated with our 23% year-over-year increase in total revenues from 2020 to 2021. However in 2022, despite a 10% increase in revenues, compensation actually paid declined due to lower incentive plan payouts and stock price declines. Compensation for Mr. Panush (PEO 1) in 2023 significantly exceeds compensation for Mr. Wertheizer (PEO 2) in 2022 notwithstanding the comparative decline in total revenues because this compensation includes Mr. Panush’s one-time sign-on RSU award with a $1.2 million grant value.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the company as well as the skill-level we require of members of our board.
2023 Director Compensation
2023 Director Compensation Cash Compensation Paid to Board Members Directors who are employees of Ceva do not receive any additional compensation for their services as directors. Directors who are not employees of Ceva are entitled to an annual retainer, payable in quarterly installments as follows (with fees for service as chair inclusive of fees for service as a member):
2023 Director Compensation
| | Member | Chair | | Board of Directors | $40,000 | $62,500 | | Audit Committee | $5,000 | $15,000 | | Compensation Committee | $5,000 | $10,000 | | Nomination and Corporate Governance Committee | $5,000 | $10,000 |
2023 Director Compensation
All directors are reimbursed for expenses incurred in connection with attending board and committee meetings. Equity Award Non-employee directors receive one equity award grant annually. Each director is granted shares of restricted stock units based on an annualized value of $124,670, which vests 50% on the first year anniversary of the grant date and the remaining 50% on the second year anniversary of the grant date. Any new director on the board would receive a number of restricted stock units based on the same annualized value with the same vesting schedule. Compensation Paid to Former CEO and Director On November 7, 2022, our board of directors and Mr. Wertheizer, our former Chief Executive Officer, reached an understanding regarding his decision to retire from his position as the Chief Executive Officer, effective January 1, 2023 (the “Transition Date”). In connection with his decision to retire from the position of Chief Executive Officer, Mr. Wertheizer entered into a Separation and Release Agreement (the “Separation Agreement”) and a consulting services agreement. After the Transition Date, Mr. Wertheizer continued to serve as a part-time employee in accordance with the terms of the Separation Agreement, which continued in full effect until six months following the Transition Date (such date, the “Retirement Date”). Under the Separation Agreement, Mr. Wertheizer was entitled to his former monthly salary for when he was Chief Executive Officer, his 2022 annual bonus of approximately $295,000 in accordance with the terms of the 2022 Executive Bonus Plan which was paid out in February 2023, as well as severance pay accrued in his pension fund and all other supplemental severance pay required under applicable law which was a total of approximately $1,421,961. Furthermore, Mr. Wertheizer’s unvested time-based restricted stock units immediately vested in full on the Transition Date. In addition, Mr. Wertheizer entered into a consulting services agreement with us on November 7, 2022 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Wertheizer provided transition support services to us for a six-month period commencing on the Retirement Date. As consideration for his services, Mr. Wertheizer received a consulting fee of approximately $26,942 per month. Neither the Separation Agreement nor the Consulting Agreement had any effect on Mr. Wertheizer’s board service, and following the Transition Date, Mr. Wertheizer continues to serve on our board of directors as a non-executive member. However, pursuant to the Separation Agreement, Mr. Wertheizer was not entitled to cash fees as a member of our board of directors while providing services under the Separation Agreement and Consulting Agreement, but nonetheless was entitled to an annual equity grant following the Retirement Date. Mr. Wertheizer resigned from the board on April 8, 2024.
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name | Directorship Fees Earned or Paid in Cash ($) | Equity Awards ($) (1) | All Other Compensation($) | Total ($) | | Peter McManamon (2) | 62,500 | 124,658 | - | 187,158 | | Bernadette Andrietti (3) | 50,000 | 124,658 | - | 174,658 | | Jaclyn Liu (4) | 40,000 | 124,658 | - | 164,658 | | Maria Marced (5) | 55,000 | 124,658 | - | 179,658 | | Sven-Christer Nilsson (6) | 55,000 | 124,658 | - | 179,658 | | Louis Silver (7) | 60,000 | 124,658 | - | 184,658 | | Gideon Wertheizer (8) | - | 124,658 | 569,391 | 649,049 |
2023 Director Compensation Table
| (1) The amounts shown in this column do not reflect compensation actually received by the directors. Instead, the amounts represent the aggregate grant date fair value of the awards based on FASB ASC No. 718. In 2023, RSUs granted to our non-employee directors were made pursuant to our 2011 Plan. |
2023 Director Compensation Table
| (2) Mr. McManamon was granted 4,879 RSUs in 2023. As of March 25, 2024 Mr. McManamon had outstanding stock options to purchase 28,000 shares of our common stock and 6,776 RSUs. |
2023 Director Compensation Table
| (3) Ms. Andrietti was granted 4,879 RSUs in 2023. As of March 25, 2024, Ms. Andrietti had outstanding 6,776 RSUs. |
2023 Director Compensation Table
| (4) Ms. Liu was granted 4,879 RSUs in 2023. As of March 25, 2024, Ms. Liu had outstanding 6,776 RSUs. |
2023 Director Compensation Table
| (5) Ms. Marced was granted 4,879 restricted stock units in 2023. As of March 25, 2024, Ms. Marced had outstanding 6,776 RSUs. |
2023 Director Compensation Table
| (6) Mr. Nilsson was granted 4,879 restricted stock units in 2023. As of March 25, 2024, Mr. Nilsson had outstanding 6,776 RSUs. |
2023 Director Compensation Table
| (7) Mr. Silver was granted 4,879 RSUs in 2023. As of March 25, 2024, Mr. Silver had outstanding stock options to purchase 52,000 shares of our common stock and had outstanding 6,776 RSUs. |
2023 Director Compensation Table
| (8) Pursuant to the Separation Agreement, Mr. Wertheizer was not entitled to cash fees as a member of our board of directors while providing services under the Separation Agreement and Consulting Agreement, but nonetheless was entitled to the annual equity grant following his Retirement Date. Accordingly, Mr. Wertheizer was granted 4,879 RSUs in 2023. As of March 25, 2024, Mr. Wertheizer had outstanding 4,879 RSUs. All other compensation for Mr. Wertheizer consists of salary payments under the Separation Agreement in the amount of $237,714, consulting payments under the Consulting Agreement in the amount of $150,821, and other compensation in the total amount of $180,856, which included car allowance and other perquisites in the amount of $14,912, Israeli social benefits in the amount of $35,211, study fund in the amount of $17,740, Israeli social insurance in the amount of $5,476 and accrued vacation paid in the amount of $107,517. The foregoing amounts were originally denominated in NIS, and such amounts were translated into the U.S. dollar at the exchange rate of NIS into the U.S. dollars at the time of payment or accrual. |