Maria Marced
About Maria Marced
Independent non‑employee director at CEVA since December 2016; age 70. Former President of TSMC Europe BV (2007–Dec 2023), with prior senior leadership roles at NXP/Philips Semiconductors and Intel across sales, marketing, and general management in EMEA; currently chairs the EMEA Leadership Council of the Global Semiconductor Alliance. The board has affirmatively determined she is independent under Nasdaq rules (all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TSMC Europe BV | President | 2007 – Dec 2023 | Led development, strategy and management of TSMC’s European business; deep channel and end‑market knowledge |
| NXP/Philips Semiconductors | SVP & GM Sales & Marketing; SVP & GM Connected Multimedia Solutions BU | 2003 – pre‑2007 | Oversaw semiconductor solutions for connected consumer applications; extensive sales/marketing leadership |
| Intel | VP & GM, EMEA; earlier roles | ~19 years | Senior leadership in EMEA; semiconductor technical and operational expertise |
External Roles
| Organization | Position | Since | Notes |
|---|---|---|---|
| Sequans Communications S.A. | Director | Jun 2023 | Public company board service |
| IQE plc | Director | Nov 2023 | Public company board service |
| Global Semiconductor Alliance (GSA) | Chairwoman, EMEA Leadership Council | Current | Industry leadership |
Board Governance
- Committee assignments: Compensation Committee (Chair); Audit Committee (Member). Compensation Committee members: Bernadette Andrietti, Maria Marced (Chair), Louis Silver; Audit Committee members: Maria Marced, Sven‑Christer Nilsson (Audit Committee Financial Expert), Louis Silver .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; no family relationships among directors or executives .
- Board and committee activity: Board met 5 times in 2024 and all directors attended at least 75% of board and committee meetings; Audit Committee met 6 times; Compensation Committee met 4 times; Nomination and Corporate Governance Committee met 2 times .
- Leadership structure and practices: Independent Chairman; majority voting for directors; executive sessions of independent directors at least twice annually; robust stockholder engagement; prohibition on hedging/pledging by directors; compensation recoupment policy adopted Nov 7, 2023 .
| Governance Item | 2024 Detail | Source |
|---|---|---|
| Compensation Committee role | Determines exec pay; recommends director pay; administers equity plans | |
| Audit Committee role | Oversees financial reporting, internal controls, cybersecurity, related‑party review | |
| Independence status | Independent (non‑employee) | |
| Attendance | ≥75% for all directors; Board met 5x | |
| Audit Committee meetings | 6 | |
| Compensation Committee meetings | 4 |
Fixed Compensation
| Item | 2024 | 2025 Schedule (effective Jan 1) |
|---|---|---|
| Board cash retainer ($) | $40,000 | $45,000 |
| Audit Committee – member ($) | $5,000 | $7,500 |
| Compensation Committee – chair ($) | $10,000 | $15,000 |
| Cash paid to Maria (Board + Audit member + Comp chair) ($) | $55,000 | Schedule indicates $45,000 + $7,500 + $15,000 |
- 2024 director compensation (Maria): Cash fees $55,000; equity grant fair value $119,547; total $174,547 .
Performance Compensation
| Equity Component | Grant Details | Vesting | Value |
|---|---|---|---|
| RSUs (2024 annual) | 6,462 RSUs | 50% on first anniversary; 50% on second anniversary | $119,547 grant‑date fair value |
| RSUs (policy change for 2025 annual) | Annual grant to continuing non‑employee directors | Fully vests on first anniversary of grant date post annual meeting | $165,000 annualized value |
The Compensation Committee (chaired by Marced) increased director equity grant value for 2025 and simplified vesting to one year, signaling stronger ownership alignment and streamlined retention mechanics .
Compensation Committee design for executives (key for governance assessment):
| Metric | Weight | Threshold/Scaling | Rationale |
|---|---|---|---|
| License & related revenue (2024 PSU) | 50% | Threshold 90% of target; above 100% increases PSUs by 2% for CFO/COO/CCO and 3% for CEO per 1% up to 120% | Management‑controllable driver of long‑term value |
| TSR vs S&P Semiconductors Select Industry Index | 25% | Threshold 90% of index; scaling up to 120% with 2–3% PSUs per 1% | Broad peer benchmark |
| TSR vs Russell 2000 Index | 25% | Threshold 90% of index; scaling up to 120% with 2–3% PSUs per 1% | Small‑cap benchmark relevance |
- 2024 outcomes: Earned 96% of license target; TSR outperformed S&P and Russell (CEVA ~39% vs ~18–19%), resulting in PSU vesting above target for all executives; evidence of pay‑for‑performance under Marced’s committee oversight .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Sequans Communications S.A. | Director | No compensation committee interlocks disclosed with CEVA; none noted for directors |
| IQE plc | Director | No related‑party transactions disclosed related to Marced |
| GSA EMEA Leadership Council | Chairwoman | Industry body; no conflict disclosed |
- Related‑party transactions: Only disclosed related‑party transaction was CEVA’s outside counsel relationship with Morrison & Foerster (director Jaclyn Liu is a partner); no transactions involving Marced .
Expertise & Qualifications
- Deep semiconductor industry and technical background from TSMC, NXP/Philips, and Intel; extensive sales, marketing, operations, strategy, and public company board experience .
- Board skills matrix indicates semiconductor/technical experience, sales/marketing, operations, strategy; financial expertise represented at board level (audit committee has designated financial expert: Nilsson) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Equity Awards Included in Beneficial Ownership |
|---|---|---|---|
| Maria Marced | 19,400 | <1% | — (no options exercisable within 60 days) |
- Outstanding RSUs (director): 8,902 RSUs as of March 11, 2025 .
- Stock ownership guidelines (directors): Updated Feb 2025 to 5x total annual retainer cash (target $225,000 in stock); compliance required within 5 years, subject to prior guideline; only vested RSUs count for guideline purposes .
- Compliance status: As of Dec 31, 2024, all directors except Liu and Faintuch were in compliance with prior guidelines; new guideline compliance deadline is Feb 2030 .
- Hedging/pledging: Prohibited for directors; no waivers permitted since 2020; no director has hedged or pledged company shares since policy inception .
Governance Assessment
- Committee leadership: As Compensation Committee Chair and Audit Committee member, Marced sits at the center of pay design, director pay policy, and financial/cyber oversight—key for board effectiveness in a semiconductor IP model with long design cycles and royalty tails .
- Pay‑for‑performance: Compensation program increased PSU weighting and ties to license revenue and relative TSR; 2024 outcomes showed overachievement on TSR benchmarks, supporting alignment with shareholder returns under her committee’s framework .
- Director compensation alignment: 2025 shift raises equity grant value and compresses vesting to one year post‑election; cash retainers/committee fees also updated, balancing cash and equity while tightening ownership alignment (higher 5x retainer stock guideline) .
- Independence and attendance: Independent status; board and committee engagement levels met policy thresholds (≥75% attendance for all directors; robust committee cadence) .
- Shareholder signals: 2024 say‑on‑pay approval ~79%—moderate support, with committee responding to feedback by increasing performance emphasis and board refreshment; continued engagement noted (chairman outreach) .
- Controls and recourse: Clawback policy (Nov 7, 2023), anti‑hedging/pledging, majority voting with resignation policy, and regular executive sessions—positive governance architecture .
RED FLAGS / Risk Indicators
- No related‑party transactions tied to Marced; no hedging/pledging; no legal proceedings involving directors disclosed—low conflict risk .
- Board tenure mix includes very long‑tenured members; stockholder feedback prompted refresh; continued monitoring advisable to avoid entrenchment risk (Marced joined 2016, newer relative to longest tenures) .
- Say‑on‑pay support not overwhelming (79%); continued investor engagement and performance calibration recommended under her compensation leadership .
Director Compensation (Maria Marced) – 2024
| Component | Amount ($) |
|---|---|
| Directorship fees (cash) | $55,000 |
| Equity awards (RSUs grant‑date fair value) | $119,547 |
| Total | $174,547 |
| RSU grant (shares) | 6,462 |
| RSU vesting | 50% at 1 year; 50% at 2 years |
Additional Governance Data Points
- Board leadership: Independent Chairman; CEO is a director; executive sessions of independent directors held routinely (no less than twice annually) .
- Stockholder meeting attendance: 2024 annual meeting conducted virtually; attended by all directors .
- Responsible business & cybersecurity oversight: Nomination & Governance oversees ESG; Audit oversees cybersecurity risk management—supporting enterprise risk coverage .