Michael Boukaya
About Michael Boukaya
Michael Boukaya, 50, is Executive Vice President and Chief Operating Officer of CEVA, a role he has held since November 2022 after serving as COO since April 4, 2019; previously he led CEVA’s Wireless BU and served as VP & Chief Architect, and earlier held engineering and R&D management roles at DSP Group starting in 1998 . He holds a B.Sc. in Electronic Engineering from the Technion and completed the Stanford GSB Executive Program; he also holds several DSP technology patents . Company performance metrics tied to his incentives showed 2024 revenue of $106.939 million (vs. $97.419 million in 2023) and positive stock performance (company TSR value $117 on a $100 base for 2019–2024 and ~39% return in 2024 vs ~18–19% for peers), which drove above-target cash bonus and PSU vesting outcomes for 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CEVA | EVP & Chief Operating Officer | Nov 2022–present | Oversees operations; equity and bonus structures emphasize license revenue, non-GAAP EPS and relative TSR to drive execution |
| CEVA | Chief Operating Officer | Apr 4, 2019–Nov 2022 | Operational leadership during business evolution; contract terms updated in Nov 2022 for retention and change-in-control protections |
| CEVA | VP & GM, Wireless Business Unit | Oct 2014–Apr 2019 | P&L leadership in wireless IP; licensing focus that later became a core PSU metric |
| CEVA | VP & Chief Architect | Jan 2006–Oct 2014 | Led R&D for next‑gen DSP cores, wireless platforms and multimedia processors |
External Roles
- Prior employment: DSP Group, engineering and R&D management positions starting in 1998 (prior to joining CEVA) .
Fixed Compensation
Base salary and total compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $258,425 | $277,608 | $277,724 |
| Non‑Equity Incentive Plan (cash bonus) | $105,464 | $14,230 | $150,649 |
| Stock Awards (grant‑date fair value) | $386,225 | $834,519 | $563,093 |
| All Other Compensation | $90,409 | $91,915 | $93,476 |
| Total Compensation | $840,523 | $1,218,272 | $1,084,942 |
Notes:
- 2024 “All Other Compensation” for Boukaya consists primarily of Israel-standard social benefits, study fund contributions, car allowance, and social insurance totaling $93,476 .
- Executive base salaries did not change in 2024 or through the proxy date in 2025 (except for CCO) .
Performance Compensation
2024 Annual Executive Bonus plan design and outcome (Boukaya)
| Component | Weight | Target | Actual/Outcome | Payout |
|---|---|---|---|---|
| 2024 Revenue Target | 40% | Company‑set revenue target | Actual revenue $106.9m vs $105.0m target (~+2%) | 105% of weighted target; $58,519 |
| 2024 non‑GAAP EPS Target | 40% | Company‑set EPS target | Actual non‑GAAP EPS $0.36 vs $0.34 target (~+6%) | 115% of weighted target; $64,162 |
| 2024 Customer Agreements | 20% | Three covered deals | Achieved (≥ three executed) | 100% of weighted target; $27,968 |
| Total Bonus Paid (USD) | — | Target 50% of salary; Max 60% | — | $150,649 (107% of target) |
Design highlights:
- Target bonus 50% of base salary; max 60% for COO .
- Linear payout above target up to caps; no guaranteed minimum .
2024 Equity awards and performance
| Grant/Metric | Structure | Boukaya Award/Target | Performance & Earned | Vesting |
|---|---|---|---|---|
| 2024 RSU Grant | Time‑based RSUs | 16,399 RSUs; GDFV $377,997 (granted 02/16/2024) | N/A (time‑based) | 1/3 on each of 02/16/2025, 02/16/2026, 02/16/2027 |
| 2024 PSU Grant | Performance RSUs | Target 10,932 PSUs; Max 15,304 (grant 02/16/2024) | Earned 12,637 PSUs based on 2024 results | Earned shares vest 1/3 on each of 02/16/2025, 02/16/2026, 02/16/2027 |
| PSU Metric: 2024 License & Related Revenue | 50% weight; threshold 90% of target | — | 96% of target achieved; 96% of metric earned | As above |
| PSU Metric: Relative TSR vs S&P Semis Select | 25% weight; threshold 90% index | — | Company ~+39% vs index ~+18%; 136% of metric for NEOs | As above |
| PSU Metric: Relative TSR vs Russell 2000 | 25% weight; threshold 90% index | — | Company ~+39% vs index ~+19%; 135% of metric for NEOs | As above |
Program mix and philosophy:
- 2024 aggregate equity weighting for COO: 60% RSUs / 40% PSUs; committee emphasized performance equity across executives .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of March 11, 2025 unless noted)
| Item | Amount |
|---|---|
| Beneficially owned CEVA shares | 23,171 shares (<1% of outstanding) |
| Shares outstanding (record date) | 23,910,422 shares |
| Insider pledging/hedging | Prohibited; no executive pledging/hedging; policy allows no waivers |
| Stock ownership guidelines (executives) | Increased in Feb 2025 to 300% of salary (500% CEO); five‑year compliance window; counts vested and unvested RSUs |
| COO guideline compliance | Required by Apr 4, 2024 under prior guideline; first compliant as of Feb 16, 2025; new guideline due by Feb 2030 |
Unvested/earned awards at 12/31/2024 (COO)
| Award | Shares | Market/Payout Value (USD) | Notes |
|---|---|---|---|
| RSUs (2019–2023 awards) – unvested portions | 1,986 | $62,658 | Fully vested as of 02/17/2025 |
| PSUs (prior tranche) – unearned/unevested | 646 | $20,381 | Fully vested as of 02/17/2025 |
| RSUs (02/17/2023 grant) – unvested | 5,448 | $171,884 | 1/3 annually 2024–2026 |
| Long‑term PSUs (inducement/other) – unearned | 30,293 | $194,178 | Vesting subject to milestones |
| 2024 PSUs (earned for 2024 metrics) | 12,637 | $398,697 | Earned; vests 1/3 annually from 02/16/2025 |
| 2024 RSUs (time‑based) | 16,399 | $517,388 | 1/3 annually from 02/16/2025 |
Ownership alignment signals:
- Strong anti‑pledging/hedging policy and clawback adoption in Nov 2023 enhance alignment and risk controls .
- Executive stock ownership guidelines tightened materially in 2025; COO reached prior guideline in Feb 2025 and is on a path for new 2030 compliance .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Amended and restated Apr 4, 2019; further amended Nov 2022 when promoted to EVP & COO |
| Term/notice | Employment terminable by either party; 6 months’ prior written notice or salary in lieu of notice |
| Severance (Israel baseline) | Entitled to statutory severance benefits; since Jul 1, 2021, contributions to severance component are in lieu of severance under Section 14 of the Israeli Severance Pay Law |
| Good reason resignation | Eligible for six months’ salary from notice if resigns for good reason (including death) |
| Change‑in‑control (CIC) | If within 12 months post‑CIC, terminated without cause or resigns for certain good reasons: cash equal to 2 years of salary and full acceleration of all outstanding unvested time‑based equity awards; double‑trigger; release required |
| Potential payments (12/31/2024 scenario) | Total $2,449,061 for CIC termination (salary/benefits $742,401; unvested time‑based RSUs $1,171,010; accrued severance $531,651; accrued vacation $3,999) |
| Clawback | Exchange Act Rule 10D‑1 compliant clawback adopted Nov 7, 2023 |
| Hedging/pledging | Prohibited; no waivers |
| Single‑trigger | Company policy disallows single‑trigger severance |
Compensation Structure Analysis
- Mix and at‑risk pay: 2024 equity for COO weighted 60% RSUs / 40% PSUs; committee emphasizes performance‑based equity across executives, capping bonuses and prohibiting hedging/pledging and repricing .
- 2024 pay outcomes: Cash bonus rose to $150,649 on above‑target revenue and EPS plus customer targets (vs. $14,230 in 2023); equity grant value decreased YoY ($563,093 vs. $834,519) reflecting annual award sizing and 2023 promotional/refresh levels .
- Performance metrics calibration: Annual plan used revenue (40%), non‑GAAP EPS (40%) and strategic customer wins (20%); PSUs used license revenue (50%) and relative TSR vs S&P Semis/Russell (50%), aligning pay with monetization and market‑relative returns .
- Say‑on‑pay and peer benchmarking: 79% approval at 2024 AGM; 2025 peer group updated (e.g., Ambarella, InterDigital, MaxLinear, SiTime, Power Integrations, Arteris, PDF Solutions, Xperi, etc.) with Meridian engaged for competitive analyses .
Equity Ownership & Alignment (Governance)
- Beneficial ownership: 23,171 shares; less than 1% ownership; no options exercisable within 60 days listed for COO .
- Ownership guidelines: Increased to 300% of salary (executives) counting vested/unvested RSUs; COO became compliant with prior guideline as of Feb 16, 2025; new guideline compliance due by Feb 2030 .
- Anti‑pledge/hedge: Prohibited; no executive pledging/hedging; no waivers permitted .
- Clawback: Implemented Nov 7, 2023; applies to erroneously awarded incentive compensation tied to financial metrics upon restatements .
Performance & Track Record Indicators
- 2024 company performance vs. bonus targets: Revenue $106.9m vs $105.0m target (+2%); non‑GAAP EPS $0.36 vs $0.34 target (+6%); customer agreements exceeded target—driving 107% total bonus payout for COO .
- 2024 PSU performance: 96% license revenue target achieved; strong relative TSR (~+39% company vs ~18% S&P Semis and ~19% Russell) led to above‑target metric earn‑outs and 12,637 PSUs earned for COO .
Say‑on‑Pay & Peer Group
- 2024 Say‑on‑Pay: 79% of votes cast supported NEO compensation .
- 2025 Peer Group: 20 companies across semis/software (e.g., Ambarella, InterDigital, MaxLinear, SiTime, Power Integrations, Arteris, PDF Solutions, Xperi, A10 Networks, Couchbase, etc.) selected with Meridian for size/industry relevance .
Investment Implications
- Alignment: Tightened stock ownership guidelines (300% of salary), robust clawback, and anti‑pledging/hedging policies support shareholder alignment; COO reached prior ownership guideline in Feb 2025, reducing alignment risk .
- Execution sensitivity: Bonus/PSU metrics emphasize license revenue, non‑GAAP EPS, and relative TSR—pay is sensitive to monetization and market‑relative performance; 2024 overachievement produced higher realized pay and PSU earn‑outs .
- Retention and CIC economics: Double‑trigger CIC protection at two years’ salary plus full acceleration of time‑based equity, and six‑month notice pay otherwise, indicate meaningful retention hooks; potential CIC cost for COO modeled at ~$2.45m as of 12/31/2024 .
- Supply/vesting cadence: 2024 RSU and earned PSU tranches vest 1/3 annually in 2025–2027, creating known vesting events; while trading under 10b5‑1 plans (if any) isn’t disclosed here, vesting schedules can create episodic liquidity/selling pressure around vest dates .
- Governance risk: No single‑trigger severance, no option repricing, no tax gross‑ups, and no legal proceedings disclosed—few governance red flags observed .