DEF 14A of Ceva Inc
Filed Apr 20, 2026 · FY20250001437749-26-012845
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 2027 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. Sven-Christer Nilsson will retire from our board of directors, effective immediately prior to the annual meeting, and will not stand for re-election. The following table sets forth certain information with respect to our nominees to serve as directors as of April 20, 2026.
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) | 64 | 2019 | Ms. Andrietti has enjoyed a successful thirty-plus year career with Intel Corporation following various technical positions at STMicroelectronics. At Intel, she held a series of executive positions, most recently as Vice President of Sales and Marketing of the EMEA region from March 2011 to October 2019 and as President of Intel France from 2003 to October 2017, as well as served as an industry consultant from November 2019 to July 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 technical background, her expertise in sales, marketing, brand management and M&A relating to the semiconductor and high technology industries based on her 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. | | Amir Faintuch | 57 | 2025 | Mr. Faintuch has served as a member of our board of directors since January 2025. Mr. Faintuch has served as the Chief Executive Officer of Volumez, a pioneering leader in the Data Infrastructure as a Service (DIaaS) sector, since December 2022. Previously, Mr. Faintuch held senior executive management positions spanning technical and business responsibilities at leading technology companies including: GlobalFoundries, where he was Senior Vice President and General Manager of the Computing, Wired Infrastructure and Storage business; Intel Corporation where he served as Senior Vice President and General Manager of Platform Engineering; and Qualcomm, where his roles included President of Qualcomm Atheros. Mr. Faintuch started his corporate career at Texas Instruments where he was responsible for establishing the company’s technical and market leadership in mobile connectivity technologies such as Bluetooth, Wi-Fi, GPS and NFC. Mr. Faintuch holds a bachelor’s degree in economics and business administration from Haifa University in Israel and a dual MBA degree in high technology management from the Kellogg School of Management at Northwestern University and the Recanati Business School at Tel Aviv University. We believe Mr. Faintuch’s qualifications to sit on our board include his senior leadership experience through his many executive management roles, including at some of the world’s leading semiconductor companies and his prior service on the board of directors of a publicly traded company. |
PROPOSAL 1 ‑ ELECTION OF SEVEN DIRECTORS
| Name | Age | Director Since | Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years | | Jaclyn Liu | 51 | 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 corporate responsibility and cybersecurity matters for public companies. | | Maria Marced(1)(3) | 71 | 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, Ms. Marced was Senior Vice President and General Manager of Sales and Marketing at NXP Semiconductors/Philips Semiconductors. She 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, Ms. Marced 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 relating to the semiconductor industry. | | Peter McManamon | 77 | 2003 | Mr. McManamon joined our board of directors in 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 | | Amir Panush | 52 | 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. | | Louis Silver(1)(3) | 72 | 2002 | Mr. Silver has served as a member of our board of directors since April 2002. He currently serves as a corporate advisor and Managing Director for 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 governance committee. |
PROPOSAL 1 ‑ ELECTION OF SEVEN DIRECTORS
| (3) Member of audit committee. |
PROPOSAL 1 ‑ ELECTION OF SEVEN DIRECTORS
We expect Jaclyn Liu to replace Sven-Christer Nilsson on the nomination and governance committee and Amir Faintuch to replace Sven-Christer Nilsson on the audit committee, each effective as of the annual meeting. Each of our director nominees brings significant expertise and experience to the role of director. Below is a summary of the qualifications and experiences of each of our director nominees:
PROPOSAL 1 ‑ ELECTION OF SEVEN DIRECTORS
| Director Qualifications & Experience | Andrietti | Faintuch | Liu | Marced | McManamon | Silver | Panush | | Executive Leadership Experience | X | X | X | X | X | | X | | Semiconductor, Industry and Technical Experience | X | X | X | X | X | X | X | | Sales, Marketing and Brand Management Experience | X | X | X | X | X | | X | | Operations Experience | X | X | X | X | X | X | X | | Financial Expertise | X | X | | X | X | X | X | | Strategy and Development | X | X | X | X | X | X | X | | Cybersecurity, Compliance and Risk Management | X | X | X | X | X | X | | | Public Company Board Experience | X | X | X | X | X | X | |
PROPOSAL 1 ‑ ELECTION OF SEVEN DIRECTORS
Each director nominee will be elected by the affirmative vote of a majority of the votes cast by the holders of our common stock present in person (virtually) or represented by proxy at the meeting and entitled to vote on his/her election (that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee). Abstentions and broker non-votes are not considered votes cast and will have no effect on the election of each director nominee. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE.
Compensation Committee
| ● | reviewing and making recommendations to the board with respect to director compensation; |
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 cash and equity 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 2025, approximately 51% of the aggregate annual equity awards granted to our executive officers were in the form of PSUs, 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, the payout opportunities under our annual executive cash bonus plans are capped. | 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, including related policies such as ownership guidelines, hedging/pledging prohibitions, and recoupment. | 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. | | Say‑on‑Pay: We conduct an annual say‑on‑pay vote. | |
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. Since November 2024, the compensation committee has engaged the services of Meridian Compensation Partners (“Meridian”), an independent compensation consultant, to provide advice to the committee in connection with matters pertaining to executive and outside director compensation based on competitive market compensation data analyses. Advice from Meridian is also considered by the board in making decisions regarding director compensation as well as stock ownership guidelines for directors and executive officers. In December 2024, in connection with the engagement of Meridian, the compensation committee, with guidance from Meridian and input from senior management, selected the following peer group of companies for determining the compensation of our named executive officers for 2025 in connection with our annual compensation review and for updating our director compensation policy.
Role of Compensation Consultants in Compensation Decisions
| A10 Networks | Couchbase | Kaltura | Mitek Systems | Power Integrations | | Ambarella | Domo | Magnachip Semiconductor | Navitas Semiconductor | Red Violet | | Amplitude | Indie Semiconductor | Matterport | OneSpan | SiTime | | Arteris | InterDigital | MaxLinear | PDF Solutions | Xperi |
Role of Compensation Consultants in Compensation Decisions
This 20‑company peer list was selected based on the following selection criteria:
Role of Compensation Consultants in Compensation Decisions
| ● | Public, U.S. listed companies in the semiconductor and software industries that have a global presence; |
Role of Compensation Consultants in Compensation Decisions
| ● | Companies with revenues between $50 million and $500 million, with an emphasis on high growth companies; and |
Role of Compensation Consultants in Compensation Decisions
| ● | Companies with market capitalization between $350 million and $3.5 billion. |
Role of Compensation Consultants in Compensation Decisions
We plan on reviewing the peer group for appropriateness each year as we prepare for our annual compensation reviews.
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 Meridian 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 Meridian 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 2025, equity incentive compensation to our executive officers consisted of a mix of time‑based RSUs and PSUs. The determination by the compensation committee of the remuneration of Mr. Toquet in 2025 generally was based upon methods consistent with those used for our other executive officers, except that in lieu of participating in the 2025 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 Messrs. Panush, Boukaya, Toquet and Arieli did not change in 2025. 2025 Executive Bonus Plan. The compensation committee believes that the opportunity to receive an annual performance‑based cash award to supplement the base salaries of executive officers provides an important incentive for the achievement of corporate goals. Accordingly, in February 2025, the compensation committee established a 2025 Executive Bonus Plan for each of Messrs. Panush, Arieli and Boukaya, effective January 1, 2025 to December 31, 2025. The committee believed that the 2025 Executive Bonus Plan was an important part of maintaining the overall competitiveness of the Company’s executive compensation program. Parameters of the 2025 Executive Plan 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 2025 revenue target approved by the board (the “2025 Revenue Target”) | 90% of the 2025 Revenue Target | If we achieve between 90% and 100% of the 2025 Revenue Target, that percentage of the target bonus amount, subject to 40% weighting, would be payable | For the 2025 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 10% for Mr. Panush and an increase of 5% for each of Messrs. Arieli and Boukaya in bonus payable, subject to 40% weighting | | 40% | Specified 2025 non‑GAAP operating income approved by the board (the “2025 non-GAAP Operating Income Target”) | 90% of the 2025 non-GAAP Operating Income Target | If we achieve between 90% and 100% of the 2025 non-GAAP Operating Income Target, that percentage of the bonus amount, subject to 40% weighting, would be payable | For the 2025 Operating Income 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 10% for Mr. Panush and an increase of 5% for each of Messrs. Arieli and Boukaya in bonus payable, subject to 40% weighting |
Principal Elements of Executive Compensation
| Name | Payout | Payout Percentage | | Amir Panush | $327,539 | 58% | | Yaniv Arieli | $152,851 | 40% | | Michael Boukaya | $129,924 | 40% |
Principal Elements of Executive Compensation
| Weight | Objective | Results | Calculation | | 40% of Target Bonus | 2025 Revenue Target | Actual 2025 revenues were $109.6 million (vs. target of $116.0 million), ~6% below the 2025 Revenue Target. | Payout percentage: 94% Payout: $214,189 | | 40% of Target Bonus | 2025 non-GAAP Operating Income Target | Actual 2025 non-GAAP Operating Income was $9.9 million (vs. target of $15.3 million), ~35% below the 2025 non-GAAP Operating Income Target. | Payout percentage: 0% Payout: $0 | | 20% of Target Bonus | 2025 Additional Targets | 5% for strong AI licensing execution in 2025, as set by the compensation committee was executed and 15% discretion targets as set by the compensation committee were achieved. | Payout percentage: 100% Payout: $113,350 |
Principal Elements of Executive Compensation
| Weight | Objective | Results | Calculation | | 40% of Target Bonus | 2025 Revenue Target | Actual 2025 revenues were $109.6 million (vs. target of $116.0 million), ~6% below the 2025 Revenue Target. | Payout percentage: 94% Payout: $99,955 | | 40% of Target Bonus | 2025 non-GAAP Operating Income Target | Actual 2025 non‑GAAP Operating Income was $9.9 million (vs. target of $15.3 million), ~35% below the 2025 non-GAAP Operating Income Target. | Payout percentage: 0% Payout: $0 | | 20% of Target Bonus | 2025 Additional Targets | 5% for strong AI licensing execution in 2025, as set by the compensation committee was executed and 15% discretion targets as set by the compensation committee were achieved. | Payout percentage: 100% Payout: $52,896 |
Principal Elements of Executive Compensation
| Weight | Objective | Results | Calculation | | 40% of Target Bonus | 2025 Revenue Target | Actual 2025 revenues were $109.6 million (vs. target of $116.0 million), ~6% below the 2025 Revenue Target. | Payout percentage: 94% Payout: $84,962 | | 40% of Target Bonus | 2025 non-GAAP Operating Income Target | Actual 2025 non‑GAAP Operating Income was $9.9 million (vs. target of $15.3 million), ~35% below the 2025 non-GAAP Operating Income Target. | Payout percentage: 0% Payout: $0 | | 20% of Target Bonus | 2025 Additional Targets | 5% for strong AI licensing execution in 2025, as set by the compensation committee was executed and 15% discretion targets as set by the compensation committee were achieved | Payout percentage: 100% Payout: $44,962 |
Modification of 2023 Long-Term PSU Awards
Modification of 2023 Long-Term PSU Awards On November 9, 2025, the compensation committee approved an amendment to the PSU awards granted to each of our named executive officers on February 14, 2023 referred to as “Long-Term PSUs,” extending the performance period (which was scheduled to end on December 31, 2025) by two additional years. Under the terms of the Long-Term PSUs, as amended, the Long-Term PSUs will vest upon the first achievement of any of the following performance goals on or before December 31, 2027: ● if our compound annual growth rate for non-GAAP EPS for each fiscal year over the three-year period from 2022 through 2025 reaches 10% or if our non-GAAP EPS for any fiscal year reaches $1.00; ● if our non-GAAP operating margin for any fiscal year reaches 20%; ● if our compound annual growth rate for revenue for each fiscal year over the three-year period from 2022 through 2025 reaches 10% or if our revenue for any fiscal year reaches $180 million; or ● if our market capitalization (defined as total outstanding shares as of a given date multiplied by the closing price for our common stock as quoted by the NASDAQ Stock Market) reaches at least $1.1 billion for at least 30 days of consecutive trading. The compensation committee determined it was appropriate to extend the performance period during which the goals for the Long-Term PSUs could be achieved in light of the rigorous nature of the goals and that continuing to incentivize named executive officers to achieve the goals would be aligned with the interests of our stockholders. Please see the tables below captioned “2025 Summary Compensation” and “2025 Grants of Plan Based Awards” for the incremental fair value associated with the modification of the Long-Term PSUs, which was $828,830 for Mr. Panush and $414,408 for each of Messrs. Arieli, Boukaya and Toquet.
Retirement Benefits and Perquisites
Retirement Benefits and Perquisites We do not offer any retirement benefits to our executive officers located in Israel, except to the extent certain social benefits are required pursuant to Israeli labor laws or are common practice in Israel, and such social benefits are applicable to all Israeli employees. Specifically, based on Israeli labor laws, an Israeli employee is entitled to severance pay upon termination of employment for any reason, including retirement, based on the most recent monthly salary of such employee multiplied by the number of years of employment of such employee. We make a payment of 8.333% of each employee’s monthly base salary to an insurance or pension fund to pay for this future liability payable to our employees upon termination of their employment. Mr. Panush and, as of July 1, 2021, Messrs. Arieli and Boukaya, are covered under Section 14 of the Severance Pay Law, 1963. Under Section 14, once the employer contributes the full required amount based on each employee’s monthly salary for every year of service, the Israeli subsidiary has no further severance‑pay obligations, and no additional payments are made to the employee upon retirement. In addition, we make a payment of 6.5% of each employee’s monthly base salary to another insurance or pension fund, and this accrued amount may be withdrawn by the employee only upon retirement. We generally provide all of our Israeli employees with a car lease or allowance for business‑related purposes and pay the associated expenses (excluding personal taxes on such benefit). Also, as is customary in Israel and for all Israeli employees, we provide our Israeli employees with a certain amount of monthly contributions (7.5% of their base salary) for the purpose of each employee’s saving vehicle. The amounts of the above‑referenced benefits contributed by us to each of Messrs. Panush, Arieli and Boukaya in 2025 are specified in the 2025 All Other Compensation Table of this proxy statement. Mr. Toquet, based in Sweden, is entitled to pension contributions based on Swedish labor rules. He, and certain other company employees, are eligible to participate in a defined contribution pension plan (the “Pension Plan”). Participants in the Pension Plan may elect to defer a portion of their pre‑tax earnings into the Pension Plan, which is run by an independent party. We make pension contributions at rates varying up to 10% of the participant’s salary. In addition, while none of our executive officers is employed in the U.S., we do provide our U.S. employees with participation in our 401(k) plan. We provided a 100% match to any contribution made by participants to the 401(k) plan in 2025, subject to a maximum of 6% of the participant’s base pay.
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 2025 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 2025 were capped at 180% of the target opportunity for our Chief Executive Officer, and 98% 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 2025 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. |
2025 Summary Compensation
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1)(2) | Stock Awards ($)(3) | Option Awards ($) | Non Equity Incentive Plan Compensation ($)(1)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1)(5) | Total ($) | | Amir Panush | 2025 | 524,457 | 85,013 | 3,686,440 | — | 242,526 | — | 152,574 | 4,691,010 | | Chief Executive Officer | 2024 | 488,880 | — | 1,624,307 | — | 398,896 | — | 141,558 | 2,653,641 | | | 2023 | 487,692 | 172,662 | 3,109,760 | — | 35,156 | — | 140,617 | 3,945,887 | | Yaniv Arieli | 2025 | 350,487 | 39,673 | 1,263,781 | — | 113,179 | — | 110,585 | 1,877,705 | | Chief Financial Officer | 2024 | 326,505 | — | 688,231 | — | 177,235 | — | 104,534 | 1,296,505 | | | 2023 | 326,350 | — | 926,053 | — | 16,741 | — | 110,207 | 1,379,351 | | Gweltaz Toquet | 2025 | 265,163 | — | 1,169,381 | — | 270,109 | — | 28,757 | 1,733,410 | | Chief Commercial Officer | 2024 | 242,017 | — | 464,755 | — | 208,605 | — | 26,192 | 941,569 | | | 2023 | 223,385 | — | 797,187 | — | 140,000 | — | 27,220 | 1,187,792 | | Michael Boukaya | 2025 | 298,150 | 33,722 | 1,169,381 | — | 96,202 | — | 113,141 | 1,710,596 | | Chief Operating Officer | 2024 | 277,724 | — | 563,093 | — | 150,649 | — | 93,476 | 1,084,942 | | | 2023 | 277,608 | — | 834,519 | — | 14,230 | — | 91,915 | 1,218,272 |
2025 Grants of Plan Based Awards
2025 Grants of Plan Based Awards The following table sets forth the plan‑based awards granted to Messrs. Panush, Arieli, Toquet and Boukaya in fiscal year 2025. None of our named executive officers were granted stock options in fiscal year 2025.
2025 Grants of Plan Based Awards
| | | | | Estimated Future Payouts Under Non Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Name | Grant Date | Approval Date | Number of Non‑Equity Incentive Plan Units Granted (#) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of shares of our common stock of Stock or Units (#)(3) | Closing Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Amir Panush | 02/14/2025 | 02/10/2025 | 0 | | | | | | | 34,612 | 34.67 | 1,199,998 | | | 02/14/2025 | 02/10/2025 | 0 | | | | 11,681(2) | 51,918(2) | 103,836(2) | | 34.67 | 1,657,612 | | | | 02/10/2025 | 0 | 28,338 | 481,738 | 935,139 | | | | | | | | | 11/09/2025 | 11/09/2025 | 0 | | | | | | | | 26.16 | 828,830 | | Yaniv Arieli | 02/14/2025 | 02/10/2025 | 0 | | | | | | | 15,575 | 34.67 | 539,985 | | | 02/14/2025 | 02/10/2025 | 0 | | | | 2,336(2) | 10,383(2) | 17,651(2) | | 34.67 | 309,387 | | | | 02/10/2025 | 0 | 13,224 | 224,811 | 330,605 | | | | | | | | | 11/09/2025 | 11/09/2025 | 0 | | | | | | | | 26.16 | 414,408 | | Gweltaz Toquet | 02/14/2025 | 02/10/2025 | 0 | | | | | | | 13,844 | 34.67 | 479,971 | | | 02/14/2025 | 02/10/2025 | 0 | | | | 2,076(2) | 9,229(2) | 15,689(2) | | 34.67 | 275,001 | | | | | | | 208,605 | | | | | | | | | | 11/09/2025 | 11/09/2025 | 0 | | | | | | | | 26.16 | 414,408 | | Michael Boukaya | 02/14/2025 | 02/10/2025 | 0 | | | | | | | 13,844 | 34.67 | 479,971 | | | 02/14/2025 | 02/10/2025 | 0 | | | | 2,076(2) | 9,229(2) | 15,689(2) | | 34.67 | 275,001 | | | | 02/10/2025 | 0 | 11,241 | 191,089 | 281,014 | | | | | | | | | 11/09/2025 | 11/09/2025 | 0 | | | | | | | | 26.16 | 414,408 |
2025 Grants of Plan Based Awards
| (1) Represents the threshold, target and maximum amounts payable to Messrs. Panush, Arieli and Boukaya pursuant to the 2025 Executive Bonus Plan, based on the exchange rate of NIS into U.S. dollars at December 31, 2025. With respect to Mr. Toquet, the maximum amount payable under the Toquet 2025 Plan is not capped (because, while the amounts that may be earned based on one component, of quarterly revenue targets which are capped, the first component of annual revenue and the third component, based on strategic account agreements the Company executed with customers in 2025, are not capped). Therefore, as permitted by SEC rules, the target amount reported is the amount earned in 2024. For more information, see the discussion in the Compensation Discussion and Analysis under the caption “Principal Elements of Executive Compensation.” |
2025 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 Plan. The performance stock units are subject to performance during calendar year 2025 and then vest over three years, with one-third vesting on each of the first three anniversaries of the grant date. For more information, see the discussion in the Compensation Discussion and Analysis under the caption “2025 Performance‑Based Restricted Stock Unit Award to Executive Officers.” |
2025 Grants of Plan Based Awards
| (3) Represents the grant of restricted stock units pursuant to our 2011 Plan. The restricted stock units vest over three years, with one-third vesting on each of the first three anniversaries of the grant date. |
2025 Grants of Plan Based Awards
| (4) Represents the aggregate grant date fair value of the 2025 awards based on FASB ASC No. 718, “Stock Compensation” (“FASB ASC No. 718”), plus the incremental fair value arising from the extension of the performance period of the PSUs granted in 2023 by two additional years (through December 31, 2027), which modification was approved by the compensation committee in November 2025, as further described in Note 9 to our 2025 consolidated financial statements included in our annual report on Form 10-K for 2025. For a discussion of valuation assumptions under FASB ASC No. 718, see Note 1 to our 2025 consolidated financial statements included in our annual report on Form 10‑K for 2025. |
Outstanding Equity Awards at Fiscal Year‑End 2025
Outstanding Equity Awards at Fiscal Year‑End 2025 The following table sets forth information concerning unexercised restricted stock units held by each of our named executive officers as of December 31, 2025. There were no option awards held by any of our named executive officers as of December 31, 2025. The market value calculations are based on our closing stock price of $21.52 per share of our common stock as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year‑End 2025
| | | Stock Awards | | | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Amir Panush | 02/15/2025 | 34,612(1)(6) | 744,850 | — | — | | | 02/15/2025 | — | — | 25,794(2)(6) | 555,087 | | | 01/01/2023 | 15,622(1)(5) | 336,185 | — | — | | | 02/16/2024 | — | — | 41,446(2)(11) | 891,918 | | | 02/17/2023 | 4,843(3)(9) | 104,221 | — | — | | | 02/17/2023 | — | — | 60,587(4)(8) | 620,410 | | | 02/16/2024 | 22,190(1)(10) | 477,529 | — | — | | Yaniv Arieli | 02/15/2025 | 15,575(1)(6) | 335,174 | — | — | | | 02/15/2025 | — | — | 5,158(2)(6) | 111,000 | | | 02/17/2023 | 3,329(1)(9) | 71,640 | — | — | | | 02/17/2023 | — | — | 30,293(2)(8) | 310,200 | | | 02/16/2024 | — | — | 10,298(2)(11) | 221,613 | | | 02/16/2024 | 13,349(1)(10) | 287,270 | — | — | | Gweltaz Toquet | 02/15/2025 | 13,844(1)(6) | 297,923 | — | — | | | 02/15/2025 | — | — | 4,585(2)(6) | 98,669 | | | 01/01/2023 | 1,302(1)(7) | 28,019 | — | — | | | 02/17/2023 | 1,816(1)(9) | 39,080 | — | — | | | 02/16/2024 | — | — | 6,954(2)(11) | 149,650 | | | 02/17/2023 | — | — | 30,293(2)(8) | 310,200 | | | 02/16/2024 | 9,015(1)(10) | 194,003 | — | — | | Michael Boukaya | 02/15/2025 | 13,844(1)(6) | 297,923 | — | — | | | 02/15/2025 | — | — | 4,585(2)(6) | 98,669 | | | 02/17/2023 | 2,724(1)(9) | 58,620 | — | — | | | 02/17/2023 | — | — | 30,293(2)(8) | 310,200 | | | 02/16/2024 | — | — | 8,425(2)(11) | 181,306 | | | 02/16/2024 | 10,922(1)(10) | 235,041 | — | — |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (1) Represents RSUs granted pursuant to our 2011 Plan. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (2) Represents PSUs granted pursuant to our 2011 Plan. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (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 2025
| (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. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (5) Part of an award of 46,911 RSUs granted on January 1, 2023, with one‑third vesting on each of January 1, 2024, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (6) Full amount of award was unvested as of December 31, 2025, with one‑third vesting on each of February 15, 2026, 2027 and 2028. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (7) Part of an award of 3,909 RSUs granted on January 1, 2023, with one‑third vesting on each of January 1, 2024, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (8) Long Term Performance‑Based Restricted Stock Unit Award to Executive Officers, which will vest on the achievement of certain milestones. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (9) Fully vested as of February 17, 2026. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (10) Part of the RSUs awards of 33,318, 20,043, 16,399 and 13,535 granted on February 16, 2024 to Messrs. Panush, Arieli, Boukaya and Toquet, respectively, with one‑third vesting on each of February 16, 2025, 2026 and 2027. |
Outstanding Equity Awards at Fiscal Year‑End 2025
| (11) Part of the PSUs awards of 62,170, 15,446, 12,637 and 10,430 granted on February 16, 2024 to Messrs. Panush, Arieli, Boukaya and Toquet, respectively, with one‑third vesting on each of February 16, 2025, 2026 and 2027. |
2025 Option Exercises and Stock Vested
2025 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 2025. None of our named executive officers exercised options during 2025.
2025 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 | - | - | 52,315 | 1,720,052 | | Yaniv Arieli | - | - | 18,461 | 628,872 | | Gweltaz Toquet | - | - | 12,127 | 395,507 | | Michael Boukaya | - | - | 15,045 | 512,470 |
2025 Option Exercises and Stock Vested
| (1) Reflects vesting of RSUs granted pursuant to our 2011 Plan as it relates to Messrs. Panush, Arieli, Toquet and Boukaya. 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 2025, the total compensation of Amir Panush, our Chief Executive Officer, of $4,691,010, as shown in the Summary Compensation Table above, was approximately 17 times the total compensation of a median employee. Our CEO to median employee pay ratio is calculated in accordance with SEC’s rules pursuant to Item 402(u) of Regulation S‑K. We included all employees, whether employed on a full‑time or part‑time. We annualized the compensation for any full‑time employees that were not employed by us for all of 2025, and calculated amounts with respect to restricted stock unit awards based on FASB ASC No. 718. Otherwise, we did not make any assumptions, adjustments, or estimates with respect to total compensation.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The subsequent tables set forth the potential amount of compensation to each of Messrs. Panush, Arieli, Toquet and Boukaya in the event of immediate termination of such executive officer’s employment and, where applicable, a change in control of our company occurred as of December 31, 2025. The calculations for Messrs. Panush, Arieli and Boukaya are based on the exchange rate of NIS into the U.S. dollars at December 31, 2025.
Potential Payments Upon Termination or Change of Control
| Name: Amir Panush | Termination for Cause or Resignation w/o Good Reason ($) | 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 and related benefits | — | 677,030 | 1,354,061 | | Bonus related | — | 523,369 | — | | Unvested Shares of Time‑Based Restricted Stock Units | — | 3,109,791 | 3,109,791 | | Accrued Vacation Pay | 87,971 | 87,971 | 87,971 | | Total | 87,971 | 4,398,161 | 4,551,823 |
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 ($) | | Salary and related benefits | — | 230,535 | 922,142 | | Unvested Shares of Time‑Based Restricted Stock Units | — | 1,026,698 | 1,026,698 | | Accrued Severance Pay | 462,986 | 462,986 | 462,986 | | Accrued Vacation Pay | 75,994 | 75,994 | 75,994 | | Total | 538,980 | 1,796,213 | 2,487,820 |
Potential Payments Upon Termination or Change of Control
| Name: Gweltaz Toquet | Termination for Cause or Resignation w/o Good Reason ($) | 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 | — | 135,759 | 271,518 | | Unvested Shares of Time‑Based Restricted Stock Units | — | — | 807,344 | | Swedish pension | — | 13,576 | 27,152 | | Accrued Vacation Pay | 31,817 | 31,817 | 31,817 | | Total | 31,817 | 181,152 | 1,137,831 |
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 and related benefits | — | 205,645 | 822,582 | | Unvested Shares of Time‑Based Restricted Stock Units | — | — | 871,560 | | Accrued Severance Pay | 563,764 | 563,764 | 563,764 | | Accrued Vacation Pay | 9,156 | 9,156 | 9,156 | | Total | 572,920 | 778,565 | 2,267,062 |
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 stockholder interests and links pay to performance through a blend of short‑term and long‑term performance measures. In 2025, incentive pay made up 58% of our Chief Executive Officer’s target total direct compensation and, on average, 49% 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
| (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, 2024 and 2025, 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 PEOs 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 our PEOs 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. 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 2024 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 for Mr. Panush (PEO 1) and the average amount of compensation actually paid to our other NEOs as a group increased from 2023 to 2024 commensurate with the increase in our TSR during this period. Compensation for Mr. Panush and other NEOs decreased in 2025, reflective of the decline in stock price. 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. 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 revenue targets and EPS performance or operating income as incentive plan metrics 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. In 2022, despite a 6% 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 $1.2 million grant value. Our revenue increased by approximately 10% in 2024, however the increase in 2024 compensation for Mr. Panush and our other NEOs was driven by our stock price increase from 2023 to 2024 and the impact it had on outstanding unvested awards. While total revenue remained at a similar level in 2025, compensation actually paid declined for both Mr. Panush and other NEOs due to a lower stock price.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We use a combination of cash and stock‑based incentive compensation to attract and retain qualified candidates to serve on our board of directors. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the Company as well as the skill‑level we require of members of our board. The compensation committee performs an annual assessment of the non-employee director compensation program, with guidance from Meridian, and may recommend adjustments to ensure alignment with market practices and our peer group.
Director Compensation
Director Compensation
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Directorship Fees Earned or Paid in Cash ($) | Equity Awards ($)(1) | All Other Compensation ($) | Total ($) | | Bernadette Andrietti(2) | 60,000 | 165,000 | - | 225,000 | | Amir Faintuch(3) | 45,000 | 289,670 | - | 334,670 | | Jaclyn Liu(4) | 45,000 | 165,000 | - | 210,000 | | Maria Marced(5) | 67,500 | 165,000 | - | 232,500 | | Peter McManamon(6) | 102,500 | 165,000 | - | 267,500 | | Sven‑Christer Nilsson(7) | 65,000 | 165,000 | - | 230,000 | | Louis Silver(8) | 70,000 | 165,000 | - | 235,000 |
2025 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 2025, RSUs granted to our non‑employee directors were made pursuant to our 2011 Plan. |
2025 Director Compensation Table
| (2) Ms. Andrietti was granted 6,198 RSUs in 2025. As of December 31, 2025, Ms. Andrietti had outstanding 9,429 RSUs. |
2025 Director Compensation Table
| (3) Mr. Faintuch was granted 10,022 RSUs in 2025. As of December 31, 2025, Mr. Faintuch had outstanding 10,022 RSUs. |
2025 Director Compensation Table
| (4) Ms. Liu was granted 6,198 RSUs in 2025. As of December 31, 2025, Ms. Liu had outstanding 9,429 RSUs. |
2025 Director Compensation Table
| (5) Ms. Marced was granted 6,198 restricted stock units in 2025. As of December 31, 2025, Ms. Marced had outstanding 9,429 RSUs. |
2025 Director Compensation Table
| (6) Mr. McManamon was granted 6,198 RSUs in 2025. As of December 31, 2025, Mr. McManamon had outstanding stock options to purchase 14,000 shares of our common stock and 9,429 RSUs. |
2025 Director Compensation Table
| (7) Mr. Nilsson was granted 6,198 restricted stock units in 2025. As of December 31, 2025, Mr. Nilsson had outstanding 9,429 RSUs. |
2025 Director Compensation Table
| (8) Mr. Silver was granted 6,198 RSUs in 2025. As of December 31, 2025, Mr. Silver had outstanding stock options to purchase 13,000 shares of our common stock and had outstanding 9,429 RSUs. |