Claudia Fan Munce
About Claudia Fan Munce
Claudia Fan Munce, age 65 as of April 10, 2025, has served as an independent director of Arteris, Inc. (AIP) since May 2022; she is a Class III director with a term expiring at the 2027 annual meeting . She is a Venture Advisor at New Enterprise Associates since January 2016 and previously held senior strategy and venture roles at IBM (Managing Director, IBM Venture Capital Group; Vice President, Corporate Strategy) and leadership positions in IBM Research’s technology transfer and licensing; she also teaches corporate governance and entrepreneurship at Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corp. | Managing Director, IBM Venture Capital Group; Vice President, Corporate Strategy | 2004–2015 | Senior leadership in venture strategy and corporate strategy |
| IBM Venture Capital Group | Director of Strategy | 2003–2004 | Strategy leadership for venture investments |
| IBM Research | Head of Technology Transfer and Licensing | 1994–2000 | Led IP licensing and tech transfer |
| New Enterprise Associates (NEA) | Venture Advisor | Jan 2016–present | Advises one of the largest VC firms |
| Stanford Graduate School of Business | Faculty (Corporate Governance; Entrepreneurship & Venture Capital) | Ongoing | Award-winning faculty member in governance |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Best Buy Co., Inc. | Director | Current | Public company board |
| BMO Financial Group | Director | Current | Public company board |
| CoreLogic | Director | Prior | Former public company board |
| Bank of the West (BNP Paribas subsidiary) | Director | Prior | Former bank board |
Board Governance
- Classification and tenure: Class III director; term expires at 2027 annual meeting .
- Committee memberships: Member, Nominating & Corporate Governance Committee; chair is Antonio J. Viana .
- Independence: Board determined she is independent under Nasdaq rules; no family relationships among directors/executives .
- Attendance: In 2024, Board met 7 times; Nominating & Corporate Governance met 4 times; each director attended at least 75% of Board and relevant committee meetings .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions; Lead Independent Director is Wayne C. Cantwell .
- Audit and Compensation Committees: She is not listed as a member; Audit Committee members are Chitkara (chair), Cantwell, Viana; Compensation Committee members are Cantwell (chair), Viana, Raza, Kunkel .
Fixed Compensation
| Component | Policy Detail | 2024 Actual for Munce ($) |
|---|---|---|
| Board cash retainer | $50,000 per year | 55,000 (includes $5,000 Nominating & Corporate Governance committee fee) |
| Committee membership fee (Nominating, non-chair) | $5,000 per year | Included in “Fees Earned” |
| Meeting fees | None disclosed | None disclosed |
| Lead Independent Director premium (cash) | $25,000 (applies to Lead Independent Director, not Munce) | N/A |
Notes: Cash fees payable quarterly; directors may elect to receive cash fees in RSUs (Munce elected 100% of cash retainers in stock in 2023) .
Performance Compensation
| Equity Award Term | Program Detail | Munce Grants |
|---|---|---|
| Initial RSU grant | $300,000 divided by 30-day average price; vests 1/3 annually over 3 years, subject to service | 2022 stock awards grant date fair value: $259,958 |
| Annual RSU grant | $150,000 (Lead Independent Director: $250,000) divided by 30-day average price; vests by next annual meeting or first anniversary, subject to service | 2023: $228,152; 2024: $147,738 |
| Change of control | All director equity fully vests upon change in control, subject to service through that date | Applies |
| Deferral election | Directors may elect to defer settlement of RSUs until a fixed date, termination, or change in control | Optional |
2024 Director Compensation Summary:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 55,000 | 147,738 | 202,738 |
| 2023 | 55,000 (elected 100% in RSUs) | 228,152 | 283,152 |
| 2022 | 36,717 | 259,958 | 296,675 |
2023 Cash Retainer Election Detail (alignment signal): Munce elected 100% of cash retainers in fully vested RSUs; quarterly RSU counts were 2,839; 2,016; 2,086; and 2,443, each calculated by dividing quarterly cash retainer by the 30-day average price .
Other Directorships & Interlocks
- Compensation Committee interlocks: Company disclosed no interlocks among Compensation Committee members in 2024; Munce is not on this committee .
- Shared directorships with customers/suppliers: Not disclosed for Munce; Board independence determination indicates no relationships interfering with independent judgment .
Expertise & Qualifications
- Education: BS in Mathematics (University of São Paulo); MS in Computer Science Engineering (Santa Clara University School of Engineering); MS in Management (Stanford GSB) .
- Technical/industry experience: Venture capital, corporate strategy, technology transfer/licensing; public company board experience at Best Buy and BMO .
- Board qualifications: Governance and venture expertise; not designated as audit committee financial expert (Chitkara holds that designation) .
Equity Ownership
Beneficial Ownership (as of record dates in proxy tables):
| As of | Outstanding Shares Beneficially Owned | Shares Acquirable Within 60 Days | Total Beneficial Shares | % Ownership |
|---|---|---|---|---|
| Apr 10, 2025 | 53,287 | 19,287 | 72,574 | <1% |
| Apr 8, 2024 | 16,822 | 36,465 | 53,287 | <1% |
| Apr 10, 2023 | 2,839 | 7,438 | 10,277 | <1% |
Unvested RSUs Outstanding (year-end snapshots):
| Date | Unvested RSUs |
|---|---|
| Dec 31, 2023 | 43,903 |
| Dec 31, 2022 | 22,314 |
Ownership Alignment Policies:
- Stock ownership guidelines adopted Feb 2025: non-employee directors must achieve ownership valued at 5x annual cash retainer; five years to comply; evaluated annually by the Nominating & Corporate Governance Committee (measurement based on original acquisition cost) .
- Hedging/pledging prohibition: Insider Trading Compliance Policy prohibits short sales, derivatives, hedging, margin purchases, and pledging of company securities .
Governance Assessment
- Board effectiveness: Munce contributes governance oversight through the Nominating & Corporate Governance Committee; attendance met required thresholds in 2024; independence affirmed under Nasdaq rules .
- Ownership alignment: Consistent RSU-based compensation, 2023 election to receive cash retainer in stock, and adoption of ownership guidelines strengthen alignment; her beneficial holdings increased over time (10,277 in 2023 → 53,287 in 2024 → 72,574 in 2025) .
- Investor support: Re-elected in 2024 with 22,331,808 votes for and 2,255,049 withheld; auditor ratification passed with strong support .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Munce; independence determination and committee structures provide oversight of related-party matters .
- RED FLAGS: None identified—no pledging/hedging permitted; no attendance concerns (≥75%); no disclosed option repricing or director-related related-party transactions .
Overall signal: Governance and venture expertise with reinforced alignment via equity compensation and ownership guidelines; independence and committee participation support investor confidence, with no material conflicts disclosed .