S. Atiq Raza
About S. Atiq Raza
S. Atiq Raza, age 75 as of April 10, 2025, has served as a director of Arteris, Inc. since January 2014; he is currently nominated as a Class I director with a term running to the 2028 annual meeting if re-elected . He is a veteran semiconductor executive and technology investor, formerly President and Chief Operating Officer of Advanced Micro Devices (AMD) from January 1996 to October 1999; he holds a BS (Hon) in Physics (University of the Punjab), a BS (Hon) in Electronic Engineering (University of London), and an MS in Materials Science and Engineering (Stanford University) . In January 2008, the SEC brought insider trading charges relating to his service as a director of OrthoClear Holdings; he settled without admitting or denying, paid approximately $3.0 million, and accepted a five‑year officer/director bar that expired January 24, 2013 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Micro Devices, Inc. | President and Chief Operating Officer | Jan 1996 – Oct 1999 | Senior operating leadership at a public semiconductor company |
| OrthoClear Holdings, Inc. | Director | Not disclosed | SEC case (2008) alleged trading on confidential information received as director; settlement and five‑year bar ended Jan 24, 2013 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Virsec Systems, Inc. | Chairman | Since June 2014 | Cybersecurity software company |
| Weebit Nano | Independent Director | Not disclosed | Non‑volatile memory company |
| PeerNova | Chairman, Board of Directors | Not disclosed | Blockchain technology applied to financial data transport |
| CloudDefense | Chairman, Board of Directors | Not disclosed | Security scanning tools software company |
Board Governance
- Board classification: Class I director; nominated for re‑election to a term expiring at the 2028 annual meeting .
- Committee memberships: Compensation Committee member; Nominating and Corporate Governance Committee member; neither chair role (Compensation Committee chaired by Wayne C. Cantwell; Nominating and Corporate Governance Committee chaired by Antonio J. Viana) .
- Independence: All members of the Compensation Committee and the Nominating and Corporate Governance Committee, including Mr. Raza, are independent under Nasdaq rules .
- Attendance: In 2024 the Board met 7 times; Compensation met 5; Nominating met 4; each director attended at least 75% of Board and applicable committee meetings .
- Shareholder support: At the June 3, 2025 annual meeting, votes for Mr. Raza totaled 24,112,098 with 3,303,363 withheld and 4,325,257 broker non‑votes, indicating broad support with some dissent .
- Governance policies: Related person transaction policy administered by the Audit Committee (arm’s‑length review); Clawback policy effective Oct 2, 2023 (applies to executive officers, not directors); prohibition on hedging, pledging, short sales, and derivatives under Insider Trading Policy .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly in arrears; directors may elect to receive cash fees in fully‑vested RSUs based on 30‑day average price . |
| Committee fees – Compensation | $7,500 (member), $15,000 (chair) | Mr. Raza is a member (non‑chair) . |
| Committee fees – Nominating & Corporate Governance | $5,000 (member), $10,000 (chair) | Mr. Raza is a member (non‑chair) . |
| Lead Independent Director premium | $25,000 | Applies only if serving as LID (not Mr. Raza) . |
| 2024 actual fees earned – Raza | $62,500 | Reported cash fees for 2024 |
| Payment mechanics | Quarterly in arrears; prorated for partial quarters | RSU election available; RSUs granted monthly following quarter‑end, fully vested upon grant . |
Performance Compensation
| Award Type | Grant Value/Policy | Grant Date | Vesting | Performance Metrics | 2024 Grant Date Fair Value |
|---|---|---|---|---|---|
| Initial RSU grant (upon board entry) | $300,000 ÷ 30‑day average price | Upon appointment/election | 1/3 annually on each grant anniversary; service‑based | None (time‑based vesting) | Not disclosed for Mr. Raza |
| Annual RSU grant (standard) | $150,000 ÷ 30‑day average price (Lead Independent Director: $250,000) | At annual meeting if serving ≥4 months and continuing post‑meeting | Vests on earlier of first anniversary or next annual meeting; service‑based | None (time‑based vesting) | $147,738 (Raza, 2024) |
| Change‑in‑control treatment | Full vesting of board equity awards | Upon CoC | Accelerated vesting at CoC; service through CoC date required | N/A | Policy provision |
No director performance metrics (revenue, EBITDA, TSR, ESG) are attached to Mr. Raza’s equity awards; vesting is time‑based per the outside director program .
Other Directorships & Interlocks
- Current public company directorships: Weebit Nano (independent director) .
- Private company boards and chair roles: Virsec Systems (Chairman), PeerNova (Chairman), CloudDefense (Chairman) .
- Interlocks and related parties: The proxy’s related transactions section discloses items involving Transchip and former director Isabelle Geday; it does not disclose any related‑party transactions involving Mr. Raza .
Expertise & Qualifications
- Semiconductor leadership: Former AMD President & COO; board cites his semiconductor and technology sector experience as rationale for board service .
- Technical education: BS (Hon) Physics; BS (Hon) Electronic Engineering; MS Materials Science & Engineering .
- Board qualifications: Independent director; not designated as the Audit Committee financial expert (that role is held by Raman K. Chitkara) .
Equity Ownership
| Holder | Outstanding Shares | Shares Acquirable Within 60 Days | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| S. Atiq Raza | 684,320 | 19,287 | 703,607 | 1.7% | Shares held via the Saiyed Atiq Raza and Nandini Saraiya 2012 Revocable Trust; 19,287 are RSUs vesting within 60 days of April 10, 2025; company had 41,463,290 shares outstanding on record date . |
| Unvested RSUs at YE 2024 | — | — | 19,287 | — | Unvested RSUs outstanding as of Dec 31, 2024 . |
| Pledging/Hedging | Prohibited | — | — | — | Company Insider Trading Policy prohibits hedging, short sales, derivatives, and pledging/margin of company securities . |
| Stock Ownership Guidelines | 5× annual cash retainer | — | — | — | Adopted Feb 2025; compliance measured at original cost; directors have 5 years to comply; overseen by Nominating & Corporate Governance Committee . |
Governance Assessment
- Strengths: Independent director with deep semiconductor operating experience; active roles on Compensation and Nominating committees; committee independence affirmed; attendance at least 75% in 2024; director compensation skewed toward equity (2024: $62,500 cash and $147,738 stock awards), aligning incentives; insider trading policy prohibits hedging/pledging; ownership of 703,607 shares (~1.7%) via trust supports alignment .
- Shareholder signal: 2025 re‑election received 24,112,098 “for” vs 3,303,363 “withheld” votes, indicating solid support with a non‑trivial withhold portion that investors should monitor for governance concerns .
- Risks/RED FLAGS: Historical SEC insider trading settlement and five‑year bar (expired 2013) is a persistent reputational overhang and should be considered in governance risk assessments; multiple external chairmanships (Virsec, PeerNova, CloudDefense) and another public directorship (Weebit Nano) may raise time‑commitment questions; director RSUs are time‑based with change‑in‑control acceleration, which can weaken pay‑for‑performance alignment and be viewed as entrenchment‑friendly .
- Related‑party exposure: No related‑party transactions disclosed involving Mr. Raza; policy requires Audit Committee review of any related‑person transactions above $120,000 and emphasizes arm’s‑length terms .
- Compensation governance: Compensation Committee uses independent consultant Compensia; independence assessed and no conflicts identified; committee chaired by an independent director (Cantwell), with Raza serving as an independent member .
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $62,500 |
| Stock Awards ($) | $147,738 (grant‑date fair value per ASC 718) |
| Total ($) | $210,238 |
| Options Outstanding at YE 2024 | None listed for Raza |
| Unvested RSUs Outstanding at YE 2024 | 19,287 |
Related Party Transactions and Policies
- Policy scope: Transactions ≥$120,000 with directors/executives/≥5% holders or their affiliates subject to review; Audit Committee considers arm’s‑length comparability and the related person’s interest .
- Disclosures since 2022: Transchip funding/licensing and arrangements involving former director Isabelle Geday; no disclosures naming Raza .
Overall, Mr. Raza’s board contributions are backed by significant sector expertise and equity alignment, but investors should weigh the historical SEC sanction and his multiple external commitments when evaluating board effectiveness and potential governance overhangs .