Jaclyn Liu
About Jaclyn Liu
Jaclyn Liu (50) has served as an independent director of CEVA since February 2021. She is a senior partner at Morrison & Foerster LLP with more than 25 years advising public companies on corporate governance, M&A strategies, China matters, and cybersecurity; she formerly co‑chaired the firm’s Global Corporate Department. Liu is a Harvard Law School graduate and serves as outside general counsel to several public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CEVA, Inc. | Independent Director | Director since 2021 | Not a member of Audit, Compensation, or Nominating; no chair roles |
| Morrison & Foerster LLP | Senior Partner; Former Co‑Chair, Global Corporate Department | 25+ years experience | Advises on corporate governance, M&A, China matters; outside general counsel to public companies |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Morrison & Foerster LLP | Senior Partner | No other public company directorships disclosed | Outside general counsel to several public companies |
Board Governance
- Committee assignments: Not on Audit, Compensation, or Nominating & Corporate Governance; committee members and chairs exclude Liu .
- Independence: Board determined all directors except the CEO are independent under NASDAQ rules; independence decision considered related-party transactions .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of board and committee meetings; 2024 annual meeting was virtual and attended by all directors .
- Leadership and process: Independent chair; executive sessions among independent directors generally before/after every board meeting; robust governance policies including codes, ownership guidelines, and whistleblower hotline .
- Stockholder sentiment: 2024 Say‑on‑Pay received ~79% “FOR” of votes cast .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $40,000 | Standard non-employee director retainer |
| Committee membership fees | $0 | Liu not on any board committees |
| Meeting fees | Not disclosed | No meeting fees policy disclosed |
| Program changes effective 1/1/2025 | Board member $45,000; Chair $102,500; Audit member $7,500/chair $17,500; Compensation member $7,500/chair $15,000; Nominating member $7,500/chair $12,500 | Applies going forward |
Performance Compensation
| Metric/Instrument | 2024 Design | 2025 Design |
|---|---|---|
| Annual equity grant (RSUs) | Grant-date fair value $119,547; 6,462 RSUs; vests 50% at 1-year and 50% at 2-year anniversary | Annual RSU grant increased to $165,000; grant made after election at AGM; full vest at first anniversary |
| Performance metrics tied to director comp | None (time-based vesting only) | None (time-based vesting only) |
Directors are compensated with time-based RSUs; no TSR, revenue, EPS, or ESG metrics are tied to director equity awards .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None disclosed for Liu in the past five years |
| Interlock/Related-party | CEVA paid Morrison & Foerster LLP (where Liu is senior partner) ~$0.4 million in 2024; Audit Committee reviews related-party transactions; board still affirmed director independence under NASDAQ rules |
Potential conflict signal: Outside counsel relationship represents a related-party linkage; mitigants include Audit Committee oversight and explicit independence determination .
Expertise & Qualifications
- Harvard Law School; 25+ years in corporate governance, M&A, China matters, cybersecurity .
- Provides “big‑picture” strategic advice; served as outside general counsel to multiple public companies; former co‑chair of a 400+ lawyer global corporate department .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of March 11, 2025) | 16,060 shares; less than 1% of outstanding shares (23,964,422) |
| RSUs outstanding (as of March 11, 2025) | 8,902 RSUs |
| Pledging/hedging | Prohibited by insider trading policy; no director or executive officer has pledged or hedged company shares since policy inception |
| Director ownership guidelines (updated Feb 2025) | 5x annual board retainer ($225,000 of stock), measured by fair value; only vested RSUs count; 5-year compliance window to Feb 2030; as of Dec 31, 2024, all directors complied with prior guideline except Liu and Faintuch |
| Compliance timing | Original guideline required 2x retainer within 5 years of appointment; Liu appointed Feb 2021 → original deadline Feb 2026; new guideline due Feb 2030 |
Governance Assessment
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Strengths:
- Independent director with deep governance, legal, and M&A expertise; Harvard Law background; contributes to board’s risk oversight and governance quality .
- Strong board governance infrastructure (independent chair, executive sessions, codes, clawback, anti‑hedging/pledging, director ownership guidelines) supports investor alignment .
- Shareholder engagement and majority vote standard; say‑on‑pay passed with ~79% support (moderate but solid) .
-
Watch items / RED FLAGS:
- Related‑party exposure: CEVA’s use of Morrison & Foerster (~$0.4M in 2024) where Liu is senior partner; while overseen by Audit Committee and independence affirmed, investors may scrutinize potential conflicts and monitoring rigor .
- Ownership alignment: Liu was not yet in compliance with the prior director ownership guideline as of Dec 31, 2024 (within allowed 5‑year window); monitor progress toward Feb 2026 and new Feb 2030 thresholds .
- Committee influence: No committee memberships or chair roles; reduced direct involvement in audit/comp/nom‑gov oversight compared to peers .
Overall, Liu’s legal and governance acumen is a board effectiveness asset, but the outside counsel relationship and guideline compliance timing warrant ongoing oversight to maintain investor confidence .