Amir Faintuch
About Amir Faintuch
Amir Faintuch (age 56) is an independent director of CEVA, appointed January 24, 2025, and expected to stand for election at the May 5, 2025 annual meeting. He is CEO of Volumez (DIaaS) since December 2022 and previously held senior roles at GlobalFoundries (SVP & GM, Computing/Wired Infrastructure/Storage), Intel (SVP & GM, Platform Engineering), Qualcomm (President, Qualcomm Atheros), and Texas Instruments. Education: BA in Economics & Business Administration (Haifa University); dual MBA in High-Tech Management (Kellogg/Northwestern and Recanati/Tel Aviv) . He is independent under NASDAQ rules (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlobalFoundries | SVP & GM, Computing/Wired Infrastructure/Storage | Prior to 2025 (dates not disclosed) | Senior operating leadership across compute and infrastructure |
| Intel Corporation | SVP & GM, Platform Engineering | Prior to 2025 (dates not disclosed) | Led platform engineering; technology execution oversight |
| Qualcomm (Qualcomm Atheros) | President | Prior to 2025 (dates not disclosed) | Connectivity product leadership; P&L responsibility |
| Texas Instruments | Connectivity leadership (Bluetooth, Wi‑Fi, GPS, NFC) | Early career | Established TI’s market leadership in mobile connectivity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Volumez (private, DIaaS) | Chief Executive Officer | Since Dec 2022 | Data infrastructure-as-a-service; no CEVA related-party transactions disclosed |
| Public company board (prior) | Director | Not disclosed | CEVA cites prior public board service; company not named |
Board Governance
- Independence: CEVA board determined all directors except the CEO are independent; Faintuch is independent .
- Board/Committees in 2024: Board met 5 times; all directors attended ≥75% of board and committee meetings; independent director executive sessions held at least twice annually and generally before/after meetings .
- Committee memberships: Current members are Audit (Marced, Nilsson, Silver; chair: Silver), Compensation (Andrietti, Marced, Silver; chair: Marced), Nominating & Corporate Governance (Nilsson, Andrietti; chair: Nilsson). Faintuch is not listed on any committee in the proxy .
- Board leadership: Independent chairman; majority voting standard; annual elections; robust governance program (ownership requirements, clawback, whistleblower hotline, anti-hedging/pledging, ESG oversight) .
- Indemnification: CEVA intends to enter its standard director indemnification agreement with Faintuch .
Fixed Compensation
| Component | 2024 Policy | 2025 Policy (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Board annual retainer (cash) | $40,000 | $45,000 | 8‑K at appointment references $40k; proxy updates policy to $45k effective 1/1/2025 |
| Audit Committee fee (member/chair) | $5,000 / $15,000 | $7,500 / $17,500 | Not applicable to Faintuch unless assigned |
| Compensation Committee fee (member/chair) | $5,000 / $10,000 | $7,500 / $15,000 | Not applicable to Faintuch unless assigned |
| Nominating & Governance fee (member/chair) | $5,000 / $10,000 | $7,500 / $12,500 | Not applicable to Faintuch unless assigned |
Performance Compensation
| Equity Award | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual director RSU (at appointment) | $124,670 | 50% after 1 year; 50% after 2 years | Under Amended & Restated 2011 Plan |
| Annual director RSU (policy update) | $165,000 | 100% after 1 year; granted after director election at annual meeting | Effective Jan 1, 2025 |
Directors do not receive options or PSUs; equity is time-based RSUs with no performance metrics .
Other Directorships & Interlocks
- Prior public company board service is referenced but not named .
- Related party exposure elsewhere on CEVA’s board: Morrison & Foerster (where director Jaclyn Liu is a senior partner) received ~$0.4M of legal fees in 2024; overseen under related-party policy by Audit Committee .
- No arrangements or family relationships linked to Faintuch; no related-party transactions for him disclosed .
Expertise & Qualifications
- Senior executive leadership across top-tier semiconductor companies (GlobalFoundries, Intel, Qualcomm), plus connectivity domain expertise from TI .
- Board skills matrix cites his executive leadership, semiconductor/technical, operations, and strategy/development experience, and prior public company board exposure .
- Education: BA (Haifa University), dual MBA (Kellogg/Northwestern; Recanati/Tel Aviv) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Equity-based Awards Included |
|---|---|---|---|
| Amir Faintuch | — (none reported as of Mar 11, 2025) | — | — |
- Director stock ownership guidelines: increased from 2x retainer to 5x retainer or $225,000 of stock; new 5‑year compliance window to February 2030. Only vested RSUs count toward director ownership. As of Dec 31, 2024, all directors were compliant under the old guideline except Liu; Faintuch joined in 2025 and will be subject to the new guideline timeline .
- Anti-hedging/pledging: CEVA prohibits hedging, pledging, and speculative transactions in company stock for directors and employees; no waivers permitted since 2020 .
Governance Assessment
- Board effectiveness: Faintuch adds deep semiconductor and platform engineering expertise; independence intact; CEVA maintains strong governance practices (majority voting, independent chair, executive sessions, ESG oversight, clawback) supporting investor confidence .
- Committee roles: Not currently assigned to any committee; future placement (e.g., technology strategy oversight via ad hoc strategy committee) could enhance board leverage of his expertise .
- Alignment and incentives: Initial zero reported share ownership suggests early-stage alignment; director RSU grants and stricter ownership guidelines (5x retainer / $225k by 2030) should drive “skin‑in‑the‑game” over time .
- Compensation signals: Board increased director cash and equity (retainer from $40k→$45k; RSU from $124,670→$165,000 and moved to 1‑year vest) after market benchmarking, implying stronger director equity exposure but faster vesting; not inherently a red flag given peer calibration .
- Conflicts review: No related-party transactions for Faintuch; Audit Committee oversees related parties (e.g., legal services via a director’s firm), which were disclosed and approved per policy .
- Say‑on‑pay/Shareholder feedback: 2024 say‑on‑pay approval ~79% of votes cast; board intensified performance-based awards and stock ownership requirements for executives and directors in response to investor feedback—positive governance tone .
RED FLAGS / Watch items
- Low initial ownership: No holdings reported as of the 2025 record date; monitor ownership progression toward the $225k guideline by 2030 .
- Multiple external executive commitments: Active CEO at Volumez; while no conflicts disclosed, monitor for potential overlap if CEVA engages with Volumez or adjacent counterparties .
- Director pay changes: Faster vesting of annual RSUs could marginally reduce long-term retention incentive, though increased ownership guideline mitigates this risk .
Additional CEVA governance context
- Clawback (Rule 10D‑1 compliant) adopted Nov 7, 2023 .
- Anti‑hedging/pledging with no waivers since 2020; insider trading policy enforced with blackout and preclearance .
- Committees active: Audit (6 meetings in 2024), Compensation (4 meetings + 1 written consent), Nominating & Governance (2 meetings) .