Antonio J. Viana
About Antonio J. Viana
Independent Class II director at Arteris, Inc. (AIP), serving since October 2016; age 53 as of April 10, 2025; chair of the Nominating & Corporate Governance Committee and member of the Audit and Compensation Committees . Technology operator and board leader with senior roles at ARM Holdings (President/EVP Commercial & Global Development, EVP Worldwide Sales, Global Director ARM Foundry Program) and Tensilica (SVP Worldwide Sales); former Executive Chairman of QuantalRF AG; B.S. in Industrial & Systems Engineering, Cal Poly San Luis Obispo . Board-determined independent under Nasdaq (including heightened audit-committee independence) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARM Holdings | President & EVP, Commercial & Global Development; EVP Worldwide Sales; Global Director, ARM Foundry Program | 1998–2005; 2008–2015 | Built global commercial and sales footprint for leading semiconductor IP licensor |
| Tensilica (now Cadence) | SVP, Worldwide Sales | 2005–2008 | Led global sales for configurable processors (later acquired by Cadence) |
| QuantalRF AG | Executive Chairman | 2016–2021 | Oversight for next-gen RF front-end solutions company |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| BrainChip Holdings Ltd (ASX: BRN) | Chairman (Non-Executive Director since Jun 2021) | Chairman since Mar 2022 | Neuromorphic AI processor company |
| PQShield Ltd | Non-Executive Director | Nov 2024 | Post-quantum cryptography solutions |
| Parsley360 Inc | Director | Oct 2024 | PaaS company leveraging data-driven, “empathetic AI” |
Board Governance
- Classification and tenure: Class II director; term ends at the 2026 annual meeting; director since October 2016 .
- Committee assignments:
- Audit Committee: member; board affirms all members (including Viana) meet SEC/Nasdaq independence and financial literacy; chair is Raman Chitkara (audit committee financial expert) .
- Compensation Committee: member; committee chaired by Wayne Cantwell; all members independent; Compensia retained as independent advisor (independence affirmed via SEC factors) .
- Nominating & Corporate Governance Committee: chair; all members independent .
- Attendance: Board met 7x in 2024; Audit 4x; Compensation 5x; Nominating 4x; each director attended at least 75% of their meetings .
- Independence & leadership: Board deems six of seven directors independent (including Viana); Lead Independent Director is Wayne C. Cantwell .
- Risk oversight: Board oversees strategy risk; Audit oversees financial/compliance/related-party; Nominating & Governance monitors governance and related-party approvals; Compensation monitors comp-risk .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Board cash retainer | $50,000 | Standard non-employee director annual cash retainer |
| Audit Committee member fee | $10,000 | Non-chair member fee |
| Compensation Committee member fee | $7,500 | Non-chair member fee |
| Nominating & Governance Committee chair fee | $10,000 | Chair fee |
| Total “fees earned or paid in cash” | $77,500 | Matches sum of components |
| Election to receive fees in RSUs | 9,892 RSUs | Viana elected 100% of cash fees in fully vested RSUs; shares computed per 30-day average price |
| Annual director RSU (fair value) | $147,738 | Time-based RSU under director program |
| Vesting terms (annual RSU) | Time-based | Vests on earlier of first anniversary or next annual meeting; subject to service |
| CIC treatment | Full acceleration | All director equity fully vests upon change-in-control, subject to service through that date |
| Deferral feature | Available | Directors may elect to defer RSU settlement to a fixed date, separation, or CIC |
Mix and alignment: For 2024, Viana effectively took 100% of cash fees in equity (9,892 fully vested RSUs) in addition to the standard annual RSU, signaling high equity alignment .
Performance Compensation
| Incentive Type | Performance Metrics | Weighting/Targets | Notes |
|---|---|---|---|
| Director RSUs | None disclosed (time-based vesting) | N/A | Annual grant vests time-based; not tied to revenue/EBITDA/TSR metrics |
Other Directorships & Interlocks
| Company | Role/Committee | Potential Interlock/Conflict |
|---|---|---|
| BrainChip Holdings Ltd | Chairman | No AIP-related transactions disclosed in 2022–2024 related party section . |
| PQShield Ltd | Director | No AIP-related transactions disclosed . |
| Parsley360 Inc | Director | No AIP-related transactions disclosed . |
- Compensation Committee interlocks: None; no AIP executive served on another entity’s compensation committee with reciprocal ties in the past year .
- Related-party transactions oversight: Audit Committee (and Nominating & Governance) review/approve related-person transactions >$120,000; policy requires arm’s-length terms; no disclosures involving Viana .
Expertise & Qualifications
- Semiconductor IP and EDA commercialization: Senior leadership at ARM and Tensilica, with deep sales and licensing expertise germane to AIP’s business model .
- Governance experience: Chair of Nominating & Governance; member of Audit and Compensation at AIP; Chairman at a public tech company (BrainChip) .
- Financial literacy: Audit member; board confirms audit independence and literacy for all members (audit committee financial expert designation is Mr. Chitkara) .
- Education: B.S., Industrial & Systems Engineering, Cal Poly San Luis Obispo .
Equity Ownership
| Measure (as of Apr 10, 2025) | Amount | Notes |
|---|---|---|
| Common shares owned (direct) | 2,041 | Direct ownership |
| Common shares owned (indirect) | 201,330 | Viana Family Trust |
| Shares acquirable within 60 days | 75,537 | Via option exercise or RSU vesting |
| Total beneficial ownership (SEC) | 278,908 | SEC definition; includes shares acquirable within 60 days |
| % of outstanding | <1% (approx. 0.67%) | 278,908 / 41,463,290 shares outstanding; table flags “<1%” |
| Options outstanding (12/31/2024) | 56,250 | Year-end director equity table |
| Unvested RSUs outstanding (12/31/2024) | 19,287 | Year-end director equity table |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging/derivatives/margin/pledging |
| Director stock ownership guidelines | 5x annual cash retainer; 5 years to comply; measured at acquisition cost | Adopted Feb 2025; evaluated annually by Nominating & Governance |
Governance Assessment
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Strengths
- Independent, long-tenured director with relevant semiconductor IP and sales leadership; multi-committee responsibilities including Audit and Compensation signal board confidence in oversight capabilities .
- High alignment: 100% of 2024 cash fees elected in RSUs plus annual RSU; board-wide adoption of 5x retainer stock ownership guidelines and strict anti-hedging/pledging policy support investor alignment .
- Robust committee independence and use of independent compensation consultant (Compensia), with independence vetting documented .
- Attendance threshold met (≥75%) amid active committee workload; Board/Audit/Comp/NCG met 7/4/5/4 times in 2024 .
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Watch items / potential red flags
- Late Form 4 for Viana (filed June 10, 2024, administrative delay) – minor compliance blemish but acknowledged in Section 16 disclosure .
- Multiple external boards (including BrainChip Chair, PQShield, Parsley360) increase time commitments; no related-party transactions disclosed with AIP, but monitor for potential conflicts should commercial relationships emerge .
- Not designated the audit committee financial expert (that role held by Mr. Chitkara); nonetheless meets audit independence and literacy standards .
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Overall view: Viana brings domain-relevant commercialization expertise, demonstrates strong equity alignment through RSU elections, and fulfills independent oversight roles across key committees. Monitor bandwidth due to multiple external roles and maintain vigilance on timely Section 16 filings; current policies on ownership and anti-hedging/pledging mitigate alignment risks .