Wayne C. Cantwell
About Wayne C. Cantwell
Lead Independent Director of Arteris, Inc. (AIP) since 2014; age 60 as of April 10, 2025. Background spans co-founding and leading Decathlon Capital Partners (growth-stage capital) and prior CEO roles at semiconductor IP/licensing firms; holds a BSEET in Engineering from DeVry Institute of Technology. Serves as Lead Independent Director, presides over executive sessions, and acts as liaison between management and the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Decathlon Capital Partners | Cofounder & Managing Director | Nov 2009 – Present | Growth-stage capital leadership; governance liaison experience applicable to AIP LID role |
| Crescendo Ventures | General Partner | Feb 2003 – 2022 | VC leadership; board-level investment oversight |
| SOISIC SA (France) | Chief Executive Officer | 2003 – 2004 | Semiconductor licensing operations leadership |
| inSilicon Corporation | Chief Executive Officer | 1999 – 2001 | Semiconductor licensing; transaction/partnership execution |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Decathlon Capital Partners | Cofounder & Managing Director | Current | No related-party transactions with AIP disclosed |
Board Governance
| Area | Detail |
|---|---|
| Board leadership | Lead Independent Director; presides executive sessions; liaison between management and Board |
| Independence | Board determined Wayne C. Cantwell is independent under Nasdaq rules (heightened independence standards also met for Audit Committee) |
| Committees | Audit Committee (member); Compensation Committee (Chair); not on Nominating & Corporate Governance Committee |
| Audit Committee | Members: Raman K. Chitkara (Chair), Wayne C. Cantwell, Antonio J. Viana; all financially literate; Chitkara designated financial expert |
| Compensation Committee | Members: Wayne C. Cantwell (Chair), Antonio J. Viana, S. Atiq Raza, Joachim Kunkel; independent; non-employee directors; Compensia engaged and assessed independent with no conflicts |
| Meetings & attendance | 2024: Board met 7x; Audit 4x; Compensation 5x; Nominating 4x. Each director attended ≥75% of applicable meetings. 2023: Board 7x; Audit 5x; Compensation 6x; Nominating 4x; ≥75% attendance |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions |
| Policies | Clawback (effective Oct 2, 2023); Insider Trading Policy prohibits hedging, pledging, derivatives, margin purchases; Stock ownership guidelines (Feb 2025) require non-employee directors to hold 5x annual cash retainer, measured at original acquisition cost within 5 years |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base cash retainer (non-employee director) | $50,000 | Annual; paid quarterly |
| Lead Independent Director cash retainer | $25,000 | Additional annual cash retainer |
| Compensation Committee Chair fee | $15,000 | Annual chair fee |
| Audit Committee member fee (non-chair) | $10,000 | Annual member fee |
| 2024 Cash Fees Earned (Total) | $100,000 | Matches component sum above |
Performance Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Stock Awards ($) | $439,994 | $246,231 | RSUs under 2021 Plan (grant-date fair value per ASC 718) |
| Annual RSU policy (LID) | $250,000 | $250,000 | Annual RSU grant for Lead Independent Director; vests on earlier of 1 year or next AGM |
| One-time RSU award | $50,000 (12,045 RSUs; 100% vested on grant) | — | Granted May 2023; in addition to annual program |
| Unvested RSUs outstanding at year-end (#) | 48,378 | 32,145 | As of Dec 31 for respective year |
| Cash-to-RSU election | Not disclosed for Wayne in 2023 | Not disclosed for Wayne in 2024 | Directors may elect cash fees in RSUs; some peers elected such conversions |
Vesting provisions: Annual RSUs vest on earlier of first anniversary of grant or next annual meeting, subject to continued service; all director equity fully vests upon change-in-control .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Public company boards (other than AIP) | None disclosed | — | No public-board interlocks disclosed |
| Compensation Committee interlocks | None | — | No AIP executives served on boards with AIP compensation committee members in 2024/2023 |
Expertise & Qualifications
- Venture capital leadership (Decathlon MD; prior Crescendo GP), plus CEO roles in semiconductor licensing—relevant to AIP’s industry and capital allocation oversight .
- Independent director with committee leadership experience; Audit Committee financial literacy (committee standards met) .
- Engineering education (BSEET, DeVry) supporting technical understanding of semiconductor/system IP domain .
Equity Ownership
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Direct/common shares | 216,435 | 196,054 | Includes personal holdings |
| Retirement account shares | 38,760 | 38,760 | Decathlon Capital Management 401K Plan FBO Wayne Cantwell |
| Options/RSUs exercisable/vesting within 60 days | 123,378 | 107,145 | Within 60-day window as of record date |
| Total beneficially owned | 339,813 | 341,959 | SEC beneficial ownership methodology |
| % of shares outstanding | <1% | <1% | Based on 38,367,791 (2024) and 41,463,290 (2025) shares outstanding |
| Pledging/hedging | Prohibited by policy | Prohibited by policy | Insider Trading Policy bars hedging, pledging, derivatives, margin purchases |
Governance Assessment
- Board effectiveness: Independent LID with dual roles as Compensation Committee Chair and Audit Committee member—strong oversight coverage across pay and financial reporting; all committees composed entirely of independent directors; Audit Committee has a designated financial expert (Chitkara) and financial literacy across members .
- Engagement & attendance: Board and committees met regularly (Board 7x in both 2023 and 2024), with each director attending ≥75% of applicable meetings—satisfactory attendance signal .
- Alignment & incentives: Director pay structure emphasizes equity via annual RSUs ($250k for LID), with full vesting on change-in-control; stock ownership guidelines (5× annual cash retainer within 5 years, measured at original acquisition cost) strengthen long-term alignment; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Cantwell; Compensation Committee’s advisor Compensia evaluated as independent with no conflicts; no compensation committee interlocks with management .
- Risk indicators: No Section 16(a) issues noted for Cantwell; AIP remains an emerging growth company—no say-on-pay votes, which limits direct shareholder feedback on compensation policies but is compliant with EGC provisions .
RED FLAGS: None disclosed specific to Cantwell (no related-party transactions, no hedging/pledging permitted, attendance ≥75%); modest beneficial ownership (<1%) is typical for directors but should be monitored against the new ownership guideline over the 5-year horizon .