Amir Panush
About Amir Panush
- Age 51; CEO of CEVA since January 1, 2023; joined CEVA’s Board on February 13, 2024 .
- Education: MBA, Haas School of Business (UC Berkeley); BSc, Computer Science (cum laude), Technion (Israel) .
- 2024 performance anchors used in pay design: revenues $106.9M vs $105.0M target (+~2%); non‑GAAP EPS $0.36 vs $0.34 target (+~6%); 3 covered customer wins achieved; CEVA stock up ~39% in 2024 vs ~18% S&P Semis and ~19% Russell 2000, driving outperformance on relative TSR PSU metrics .
- Pay-versus-performance context: 2024 total revenues $106.939M; 2024 net loss $(8.786)M; cumulative TSR (2019 base=$100) at $117 for 2024; peer index TSR at $242 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TDK/InvenSense (TDK MEMS Sensors Business Group) | CEO & GM (post-2017 acquisition); previously roles at TDK and InvenSense (joined 2015) | 2015–2022 (approx; pre-CEVA) | Led MEMS sensors operations; drove expansion/diversification post-acquisition . |
| Qualcomm | Sr. Director, Product Mgmt & BD for IoE/IoT client | May 2011–Mar 2015 | Built IoT client business lines and partnerships . |
| Atheros (acq. by Qualcomm) | Strategic marketing & partnerships | Pre-2011 | Platform partnerships and market development . |
| Texas Instruments; Comsys Mobile (acq. by Intel) | Software engineering and project/program roles | Earlier career | Technical and product foundation in comms/silicon . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CEVA Board of Directors | Director (employee) | Since Feb 13, 2024 | Employee director; no committee roles; all other directors independent; independent Chair in place . |
| Other public company boards | None disclosed | — | No other directorships disclosed in proxy . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 488,880 | Denominated/paid in NIS; translated at time of accrual/payment . |
| 2023 | 487,692 | Denominated/paid in NIS; translation method as above . |
| Sign-on | 170,160 (cash) | Signing bonus per employment agreement (Nov 9, 2022), subject to ≥18 months service . |
Performance Compensation
- Annual 2024 Executive Bonus Plan (CEO target 70% of base; max 98%) with weightings: 40% revenue, 40% non‑GAAP EPS, 20% strategic customer agreements; linear payout between threshold and target; upside to 110% of target with steeper slope for CEO .
- 2024 actual bonus paid: $398,896 (115% of target) based on achieving +2% revenue vs target, +6% EPS vs target, and executing >3 strategic customer agreements .
2024 Bonus Payout Detail (CEO)
| Weight | Metric | Result | Payout % | Payout ($) |
|---|---|---|---|---|
| 40% | Revenue | $106.9M vs $105.0M target (~+2%) | 109% | 150,956 . |
| 40% | Non‑GAAP EPS | $0.36 vs $0.34 target (~+6%) | 129% | 178,842 . |
| 20% | Customer Targets | >3 covered agreements executed | 100% | 69,098 . |
| — | — | — | — | Total: 398,896 . |
2024 Equity Program Design (granted Feb 16, 2024)
| Grant | Grant Value | Mix | Units | Vesting |
|---|---|---|---|---|
| RSUs | $1.920M (CEO) | 40% RSU | 33,318 RSUs | 1/3 on each of Feb 16, 2025/2026/2027 . |
| PSUs (1‑yr performance, 3‑yr time vest) | included above | 60% PSU | 49,978 target; up to +60% at max | Earn on 2024 metrics; earned shares then vest 1/3 on each of Feb 16, 2025/2026/2027 . |
Performance metrics and CEO modifiers for 2024 PSUs:
- 50% weight: License & related revenue vs board‑approved 2024 target; threshold 90%; CEO has steeper upside (3% PSU increase per 1% over 100%, up to 120%) .
- 25% weight: Relative TSR vs S&P Semiconductors Select Industry Index; threshold 90% of index; CEO has steeper upside scaling (to 120%) .
- 25% weight: Relative TSR vs Russell 2000; similar construct as above .
2024 PSU outcomes earned (before time‑based vesting):
- License revenue: 96% of target achieved → 96% vest for that tranche (CEO: 23,989 PSUs) .
- Relative TSR vs S&P: CEVA ~+39% vs index ~+18% → 153% vesting of that tranche (CEO: 19,170 PSUs) .
- Relative TSR vs Russell: CEVA ~+39% vs index ~+19% → 152% vesting of that tranche (CEO: 19,011 PSUs) .
- Total 2024 PSUs earned for CEO: 62,170 (subject to 1/3 annual vesting from Feb 16, 2025) .
Multi‑Year Compensation Summary (CEO)
| Year | Salary ($) | Bonus ($) | Stock Awards ($, FASB ASC 718) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 488,880 | — | 1,624,307 | 141,558 | 2,653,641 . |
| 2023 | 487,692 | 172,662 (includes sign‑on plan cash) | 3,109,760 (includes sign‑on RSUs) | 140,617 | 3,945,887 . |
Notes: 2023 figures include one‑time sign‑on RSU grant valued at $1.2M and sign‑on cash NIS 600,000 per employment agreement .
Equity Ownership & Alignment
- Beneficial ownership: 85,024 CEVA shares; represents less than 1% of outstanding shares as of March 11, 2025 .
- Stock ownership guidelines: Updated Feb 2025 to 500% of base salary for CEO (new 5‑year clock to Feb 2030), with both vested and unvested RSUs counted under the updated guideline; legacy guideline 200% by Jan 1, 2028 remains applicable until satisfied .
- Hedging/pledging: Prohibited for all employees and directors; since inception of policy, no pledging or hedging by execs; no waivers permitted since 2020 enhancement .
- Outstanding/Unvested awards at 12/31/24 (select CEO items):
- 33,318 RSUs (all unvested; 1/3 vesting annually from Feb 16, 2025) (footnote 6).
- 31,243 RSUs remaining from 46,911 grant on Jan 1, 2023 (vesting Jan 1, 2025/2026) (footnotes 5,6).
- 9,685 inducement RSUs (grant Feb 17, 2023; vesting on Feb 17, 2025/2026) (footnotes 3,7).
- 62,170 earned PSUs from 2024 cycle (subject to time vesting; 1/3 annually from Feb 16, 2025) (footnote 6).
- 60,587 inducement PSUs outstanding from Feb 17, 2023 grant (long‑term PSU award) (footnote 8).
- ESPP participation through Mar 11, 2025: 2,184 shares purchased at a weighted avg price $20.25 .
Vesting calendar implications (potential selling pressure windows):
- Annual RSU/PSU vest tranches: Feb 16 (2025/2026/2027); legacy grants on Jan 1 and Feb 17 anniversaries (through 2026) .
- Insider policy imposes blackout/pre‑clearance; but no pledge/hedge permitted; any sales likely occur under policy windows .
Employment Terms
- Employment agreement (Nov 9, 2022): Gross monthly salary ~$42,540; sign‑on cash ~$170,160; Jan 1, 2023 sign‑on RSUs $1.2M (time‑based); additional RSU/PSU $1.2M and $2.0M inducement PSU award; customary benefits .
- Termination without cause or resignation for good reason (non‑CoC): 12 months’ salary in lieu of notice; 100% of target annual bonus; full acceleration of time‑based equity awards .
- Change‑in‑control (double‑trigger within 12 months): 24 months’ salary; full acceleration of time‑based equity awards (release required) .
- Clawback: Dodd‑Frank compliant recoupment policy adopted Nov 7, 2023; 3‑year lookback for restatements; SOX 304 also acknowledged .
- Non‑compete / confidentiality / IP assignment: Standard protective covenants included .
- Potential payments table (as of 12/31/24) shows for CEO total of ~$5.48M non‑CoC and ~$5.62M in CoC double‑trigger scenarios (includes salary/bonus and time‑based equity acceleration) .
Board Governance
- Director since Feb 2024; employee director (non‑independent); all other directors independent; independent Chairman (Peter McManamon) .
- Committee roles: None; audit, compensation, and nom/gov committees composed entirely of independent directors (chairs: Audit—Louis Silver; Comp—Maria Marced; Nom/Gov—Sven‑Christer Nilsson) .
- Executive sessions: Independent directors meet in executive session routinely, at least twice annually .
- Attendance: All directors attended ≥75% of board/committee meetings in 2024 .
- Director pay: Employee directors receive no additional compensation for board service .
- Say‑on‑pay (2024): 79% of votes cast supported executive compensation .
Compensation Structure Analysis
- Mix shifting/performance linkage: 2024 CEO equity weighted 60% PSUs vs 40% RSUs; PSUs include operational (license revenue, 50%) and market‑relative TSR (50% split S&P Semis and Russell 2000) with steeper upside slope for CEO—aligns with shareholder returns while limiting windfalls to index moves .
- Cash bonus rigor: CEO bonus target 70% (max 98%); achieved 115% payout on modest revenue/EPS beats and strategic wins—payout scaling and caps disclosed; structure suggests balanced pay‑for‑performance with capped upside .
- No repricing; no hedging/pledging; no tax gross‑ups; single‑trigger severance not used—governance positive .
- Peer benchmarking: 20‑company 2025 peer group spanning semis and software (e.g., Ambarella, InterDigital, MaxLinear, PDF Solutions, SiTime, Power Integrations), selected for size/industry fit; Meridian engaged in late 2024 to advise .
Equity Ownership & Alignment (Detail)
| Item | Disclosure |
|---|---|
| Beneficial ownership | 85,024 shares; “less than 1%” of outstanding . |
| Ownership guidelines | CEO: 500% of salary by Feb 2030 (updated 2025; counts vested and unvested RSUs); legacy 200% by Jan 1, 2028 . |
| Pledging/Hedging | Prohibited; no insider pledging/hedging since policy inception; waivers disallowed since 2020 . |
| ESPP | 2,184 shares purchased; avg $20.25 . |
| Vested vs unvested | Significant unvested RSUs/PSUs detailed above; no stock options outstanding for NEOs as of 12/31/24 . |
Performance & Track Record
- 2024 execution against plan: Revenues $106.9M vs $105.0M target (+~2%); non‑GAAP EPS $0.36 vs $0.34 target (+~6%); 3+ strategic customer agreements—enabled above‑target bonus and PSU revenue tranche vesting at 96% .
- Relative TSR outperformance in 2024: CEVA ~+39% vs S&P Semis ~+18% and Russell 2000 ~+19%; PSU TSR tranches vesting above target (CEO gets higher slope) .
- Multi‑year PVP context: Revenues $97.419M (2023) to $106.939M (2024); net loss narrowed to $(8.786)M in 2024; cumulative TSR $117 in 2024 vs $84 in 2023 (base 2019=$100) .
Risk Indicators & Red Flags
- Hedging/pledging risk: None—prohibited policy and explicit disclosure of no pledging/hedging by execs .
- Clawback: Implemented per SEC/Nasdaq—mitigates restatement risk .
- Related‑party/conflicts: None involving CEO disclosed; one board member’s firm (Morrison & Foerster) provides legal services (~$0.4M fees) .
- Legal proceedings: None material involving directors/officers .
- Option repricing/underwater relief: Prohibited without shareholder approval .
- Say‑on‑pay sentiment: 79% support—watchlist but not a failure .
Compensation Committee Analysis
- Committee independence and composition (all independent); 2024 meetings and remit disclosed .
- Consultants: Compensia (2023) and Meridian (from Nov 2024) engaged; both determined independent; Meridian informed 2025 design/peer group .
- Philosophy: heavy incentive orientation; balanced risk controls (caps, multi‑year vesting, stock ownership, clawback) .
Board Governance (Director Service/Independence/Committees)
- Board service: Director since Feb 2024; no committee seats; independence: not independent (employee director); Board has independent chair; all other directors independent .
- Director compensation for employee directors: none .
- Executive sessions: independent directors meet routinely, at least twice annually .
- Attendance: ≥75% in 2024 for all directors .
Investment Implications
- Alignment and leverage: CEO package is meaningfully performance‑weighted (60% PSUs) with tougher upside slope for CEO on TSR and revenue tranches; stock ownership guidelines raised to 500% of salary in 2025 enhance alignment—positive for pay-for-performance investors .
- Near‑term supply of shares from vesting: Staggered 1/3 annual vesting each Feb 16 (plus legacy Jan 1/Feb 17 tranches) could create periodic selling pressure; mitigated by pre‑clearance/blackouts and no pledging—but monitor Form 4s around vest dates for 10b5‑1 sales cadence .
- Retention/CoC risk: Strong double‑trigger CoC (24 months’ salary; time‑based equity acceleration) and 12‑month salary + target bonus outside CoC provide stability; no single‑trigger; no tax gross‑ups—balanced retention without excessive shareholder cost .
- Performance execution: 2024 saw modest operating beats and strong relative TSR; sustainability depends on license & related revenue momentum (a key PSU metric) translating into royalty slope and broader profitability—watch 2025 equity plan contingent grants and PSU target rigor .
- Governance quality: Independent chair, fully independent committees, hedging/pledging ban, clawback, and no repricing are positives; say‑on‑pay at 79% suggests room to improve investor confidence in design/outcomes .