Bernadette Andrietti
About Bernadette Andrietti
Independent director at CEVA since 2019; age 63. She spent 30+ years at Intel, culminating as VP Sales & Marketing EMEA (2011–2019) and President of Intel France (2003–2017), with prior technical roles at STMicroelectronics. Education: Baccalaureate in Mathematics & Physics; Engineering degree in Microelectronics & Telecommunications from ESIEE Paris. Core credentials span semiconductor go‑to‑market leadership, brand management, M&A, diversity initiatives, and cybersecurity experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | VP Sales & Marketing, EMEA | Mar 2011–Oct 2019 | Led regional go-to-market for semiconductor platforms; cybersecurity, brand management expertise |
| Intel Corporation | President, Intel France | 2003–Oct 2017 | Country leadership; sales/marketing execution |
| STMicroelectronics | Technical positions | Prior to Intel | Early engineering foundation |
| Independent Industry Consultant | Consultant | Nov 2019–Jul 2024 | Industry advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cercle InterElles association | Board member | Until end of 2021 | Leadership network across 15 tech/science companies; diversity focus |
Board Governance
- Independence: Board determined all directors other than CEO are independent; Andrietti is classified independent under Nasdaq rules.
- Committees:
- Compensation Committee member; committee comprised solely of independent directors; chaired by Maria Marced; met 4 times in 2024.
- Nomination & Corporate Governance Committee member; chaired by Sven‑Christer Nilsson; met 2 times in 2024.
- Attendance: Board met 5 times in 2024 (plus 2 written consents); all directors attended at least 75% of board and committee meetings.
- Shareholder meeting: All directors attended the virtually conducted 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session routinely, at least twice annually.
- Risk oversight: Audit committee oversees financial, legal, IT/cybersecurity risks; compensation and nomination committees oversee compensation-related risks and governance.
Fixed Compensation
| Component | 2024 Amount (Andrietti) | 2025 Policy Rates (Board-wide) |
|---|---|---|
| Board retainer (cash) | $50,000 (includes committee membership fees) | Board member $45,000; Board chair $102,500 |
| Committee member fees (policy) | Compensation $5,000; Nominating/Gov $5,000 (included above) | Compensation $7,500; Nominating/Gov $7,500 |
| Committee chair fees (policy) | Comp chair $10,000; Nominating/Gov chair $10,000 | Comp chair $15,000; Nominating/Gov chair $12,500 |
| Audit committee (policy) | Member $5,000; Chair $15,000 | Member $7,500; Chair $17,500 |
Performance Compensation
| Item | Details |
|---|---|
| Annual director equity grant (2024) | RSUs with annualized value $124,670; vest 50% at year 1 and 50% at year 2 |
| Annual director equity grant (effective 2025) | RSUs annualized value increased to $165,000; grants occur after annual meeting and fully vest on first anniversary |
| Andrietti 2024 grant | 6,462 RSUs; grant date value counted in director compensation |
Equity Award Metrics (Director)
| Grant Year | Grant Type | # RSUs Granted | Vesting Schedule | Grant Value |
|---|---|---|---|---|
| 2024 | RSU | 6,462 | 50% at 1-year; 50% at 2-year | Included in $119,547 equity value for 2024 |
| 2025 policy | RSU | N/A (policy) | 100% at 1-year | $165,000 annualized value |
Other Directorships & Interlocks
- Compensation Committee Interlocks: No member (including Andrietti) is a present or former CEVA officer/employee; no interlocking relationships with other entities’ boards/comp committees.
Expertise & Qualifications
- Semiconductors technical background; sales/marketing and operations leadership; brand and M&A; cybersecurity exposure from Intel; public company board experience.
- Diversity leadership: prior board service at Cercle InterElles; supports workforce engagement and gender diversity.
- Committee skills: governance, compensation oversight and stockholder engagement alignment.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (common shares) | 7,569 shares; less than 1% of outstanding |
| Shares outstanding (reference) | 23,964,422 shares as of March 11, 2025 |
| RSUs outstanding (director) | 8,902 RSUs as of March 11, 2025 |
| Pledging/Hedging | Prohibited for directors; policy eliminates waivers; no director has pledged/hedged shares since inception of policy |
| Director ownership guidelines | Original: 2× annual cash retainer or $80,000; Updated Feb 2025: 5× annual retainer or $225,000; only vested RSUs count; compliance under new guideline required by Feb 2030 |
| Compliance status | As of Dec 31, 2024, all directors except Ms. Liu and Mr. Faintuch met prior guideline (implies Andrietti in compliance) |
Director Compensation Mix (2024)
| Component | Amount |
|---|---|
| Cash fees | $50,000 |
| Equity grant fair value | $119,547 |
| Total | $169,547 |
Governance Assessment
- Strengths
- Independent status; active committee roles in compensation and nomination/governance; solid attendance and engagement.
- Director equity ownership guidelines tightened to 5× retainer, enhancing alignment; Andrietti compliant under prior guideline.
- Board prohibits hedging/pledging; robust clawback policy for executives; regular executive sessions and risk oversight including cybersecurity.
- Director compensation uses balanced cash/equity structure; 2025 increase in cash and equity recognizes workload and market competitiveness without option repricing.
- Potential watch items
- Long board tenures among some directors; however, board refresh ongoing since 2021 and majority-independent structure mitigates entrenchment risk.
- Related-party legal spend with Morrison & Foerster (director Jaclyn Liu), reviewed under related-party policy; no other related-party transactions in 2024.
- Say-on-pay support at ~79% in 2024—acceptable but below best-in-class levels; continued engagement and performance-based equity for executives partially addresses concerns.
Overall, Andrietti’s deep semiconductor commercial experience and dual committee service support CEVA’s board effectiveness. Her compliance with stock ownership guidelines and the company’s strong anti-pledging policy reinforce investor alignment, with no direct conflicts or attendance issues identified.