Louis Silver
About Louis Silver
Louis Silver, age 71, has served as an independent director of CEVA since April 2002. He is Managing Director and corporate advisor at Alba Capital S.A. and corporate advisor to Wicklow Corp; previously he was a principal at RP Capital Group (2005–2015) and served on public boards at DSP Group (until May 2012) and Scopus Video Networks (until December 2008). CEVA credits him with corporate legal experience, strategic and investment advisory expertise, and public company board experience; he is currently Audit Committee Chair and a member of the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RP Capital Group | Principal | Apr 2005–Apr 2015 | Alternative investments (EMEA); strategic advisory |
| DSP Group (NASDAQ, former) | Director | Until May 2012 | Public company board governance |
| Scopus Video Networks (NASDAQ, former) | Director | Until Dec 2008 | Public company board governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alba Capital S.A. | Managing Director; Corporate Advisor | Current | Private holding investment company |
| Wicklow Corp. | Corporate Advisor | Current | Private holding investment company |
| Various private companies | Director | Current | Board service across private firms |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; both committees fully independent under Nasdaq; Audit Committee members also independent under Exchange Act Rule 10A-3 .
- Committee activity 2024: Audit Committee met 6 times; Compensation Committee met 4 times; Nomination & Corporate Governance Committee met 2 times; all directors attended at least 75% of board and committee meetings .
- Independence: Board determined all directors except CEO are independent under Nasdaq rules; no family relationships among directors/executives .
- Board structure: Independent Chairman; majority voting standard for director elections; executive sessions of independent directors generally before/after every board meeting .
- Policies enhancing investor alignment: Insider trading policy prohibits hedging/pledging; clawback policy adopted per Rule 10D‑1; director stock ownership guidelines tightened in Feb 2025 (see below) .
- Shareholder engagement and say‑on‑pay: ~79% “FOR” in 2024 say‑on‑pay; board conducts annual outreach and governance enhancements (e.g., performance‑based PSUs for executives, board refresh) .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Board Annual Cash Retainer (Member) | $40,000 | $45,000 |
| Board Chair Fee (inclusive) | $62,500 | $102,500 |
| Audit Committee (Member/Chair) | $5,000 / $15,000 | $7,500 / $17,500 |
| Compensation Committee (Member/Chair) | $5,000 / $10,000 | $7,500 / $15,000 |
| Nomination & Governance (Member/Chair) | $5,000 / $10,000 | $7,500 / $12,500 |
| Standard Director RSU Annualized Value | $124,670; vests 50% at Y1, 50% at Y2 | $165,000; vests 100% at Y1; grant after annual meeting |
| Louis Silver – 2024 Director Compensation | Amount ($) |
|---|---|
| Cash Fees Earned (Board + Committee; includes Audit Chair premium) | $60,000 |
| Equity Awards (RSUs grant-date fair value) | $119,547 |
| Total | $179,547 |
Performance Compensation
- CEVA does not disclose performance‑based equity for non‑employee directors; director equity is time‑based RSUs.
- Annual grant mechanics and vesting:
- 2024: RSUs valued at $124,670, vest 50% after one year and 50% after two years .
- Effective 2025: RSUs valued at $165,000, granted post election and fully vest at one year .
| Director Equity Grant Mechanics | 2024 | 2025 |
|---|---|---|
| Annual RSU Grant Value | $124,670 | $165,000 |
| Vesting Schedule | 50% at 12 months; 50% at 24 months | 100% at 12 months |
| Grant Timing | Historically around July 1 | After annual meeting |
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| DSP Group | Former NASDAQ‑listed | Director (ended May 2012) | No current interlock disclosed |
| Scopus Video Networks | Former NASDAQ‑listed | Director (ended Dec 2008) | No current interlock disclosed |
| Compensation Committee Interlocks | — | — | CEVA discloses no interlocks/insider participation; Silver served on Comp Committee in 2024 |
Expertise & Qualifications
- Corporate legal experience supporting board oversight of legal/regulatory compliance .
- Strategic and investment advisory experience (Alba Capital; RP Capital Group) .
- Public company board experience (DSP Group; Scopus Video Networks) .
- Committee leadership: Audit Chair; Compensation Committee member .
- Skills matrix flags: Financial expertise; cybersecurity/compliance/risk management; strategy and development; public company board experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Equity Awards Counted in Beneficial Ownership | Options Outstanding | RSUs Outstanding |
|---|---|---|---|---|---|
| Louis Silver | 64,136 | <1% | 26,000 | 26,000 | 8,902 |
- Director stock ownership guidelines: Increased in Feb 2025 to five times cash retainer ($225,000) with five‑year compliance window; only vested RSUs count; as of Dec 31, 2024, all directors except Ms. Liu and Mr. Faintuch were in compliance with the prior guideline; new guideline compliance required by Feb 2030 .
- Hedging/pledging: Prohibited for directors; no waivers permitted since 2020 .
- Annual meeting attendance: All directors attended the 2024 virtual annual meeting .
Governance Assessment
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Strengths
- Independence and oversight: Silver is independent, chairs the Audit Committee, and serves on Compensation; both committees are fully independent under Nasdaq/Rule 10A‑3, supporting robust financial and pay oversight .
- Engagement and attendance: Committees were active (Audit 6x; Comp 4x), and all directors met the 75% attendance threshold; annual say‑on‑pay passed with ~79% support in 2024, signaling acceptable pay practices .
- Alignment policies: Tightened director ownership guidelines ($225k / 5x retainer), clawback policy in place, and strict anti‑hedging/pledging—positive alignment signals .
-
Watchpoints
- Long tenure: >20 years on CEVA’s board; while the board reviews independence of long‑tenured directors and has pursued refresh, investors may scrutinize continued tenure versus refresh objectives .
- External affiliations: Ongoing advisory roles at investment holding companies (Alba Capital, Wicklow Corp) warrant monitoring for potential related‑party transactions; CEVA disclosed no related‑party transactions in 2024 other than fees to Morrison & Foerster (not tied to Silver) .
- Director equity vesting: Shift to one‑year full vesting for 2025 RSUs may modestly reduce long‑term retention incentives versus prior two‑year schedule, though ownership guidelines partially mitigate this .
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Overall view: Silver’s financial/compliance expertise and committee leadership strengthen board effectiveness. Key investor confidence risks relate to tenure optics and ensuring continued independence; disclosure shows no conflicts tied to Silver and solid attendance/committee activity .