Peter McManamon
About Peter McManamon
Independent Chairman of the Board at CEVA (director since April 2003; Chairman since May 2005). Age 76. Chartered Director with deep finance, investment, and semiconductor IP experience; prior CFO, corporate development EVP, and co‑founder of Parthus Technologies (which merged with CEVA’s predecessor) and current chairman of Atlantic Bridge, an investment firm. Independence affirmed by the board; all directors other than the CEO are independent. 2024 board attendance: all directors attended at least 75% of board/committee meetings, and all directors attended the 2024 annual meeting virtually. He leads CEVA’s annual shareholder outreach.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CEVA (Board) | Chairman | May 2005–present | Independent chair; leads agendas and stockholder outreach |
| CEVA (Board) | Director | Apr 2003–present | Longstanding director; governance continuity |
| Parthus Technologies plc | CFO | 1993–Mar 2001 | Co‑founder; financial leadership |
| Parthus Technologies plc | EVP Corporate Development | Mar 2001–Nov 2002 | Strategy/M&A |
| Parthus Technologies plc | Director | 1993–Nov 2002 | Board service during growth phase |
| Atlantic Bridge | Partner | May 2005–Aug 2011 | Investment advisory; tech focus |
| Atlantic Bridge | Chairman | Sep 2011–present | Strategic/oversight leadership |
| National Development Finance Agency (Ireland) | Board Member | Completed 2nd five‑year term Dec 2012 | Also served on Audit Committee of National Treasury Management Agency |
| Openmind Networks, Ltd. | Director | Through Sep 2017 | Telecom software oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlantic Bridge | Chairman | Sep 2011–present | Investment firm leadership |
| Broadwake Limited | Director | Appointed Sep 2018–present | Current directorship (private) |
Board Governance
- Structure and independence: CEVA has an independent chairman (McManamon); all directors except the CEO are independent. Independent directors meet in executive session before and/or after every board meeting.
- Committees & chairs: Audit (Maria Marced; members: Marced, Sven‑Christer Nilsson, Louis Silver; Nilsson is audit committee financial expert); Compensation (Chair: Maria Marced; members: Bernadette Andrietti, Marced, Silver); Nomination & Corporate Governance (Chair: Sven‑Christer Nilsson; members: Nilsson, Andrietti). McManamon does not serve on these committees.
- Meetings & attendance: 2024 board met 5 times; audit met 6; compensation 4; nomination/governance 2. All directors attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting.
- Shareholder engagement: In March 2025, McManamon wrote to 15 of the largest holders (~62% of outstanding shares); holders representing ~42% responded.
- Say‑on‑pay: 2024 support ~79% of votes cast (~60% of shares outstanding voted “FOR”).
- Policies enhancing alignment: anti‑hedging/pledging policy (no director/officer has hedged or pledged shares; waivers eliminated in 2020), recoupment policy adopted Nov 7, 2023, stock ownership guidelines for directors and executives.
Fixed Compensation (Director)
| Year | Role | Cash Retainer (Board) | Committee Fees (If Applicable) | Total Cash Paid | Equity Grant Value and Structure |
|---|---|---|---|---|---|
| 2024 | Chairman of the Board | $62,500 | N/A (not on committees) | $62,500 | $124,670 target value in RSUs to each director; vests 50% at 1 year, 50% at 2 years |
| 2025 (effective Jan 1) | Chairman of the Board | $102,500 | Audit: $17,500 chair/$7,500 member; Comp: $15,000 chair/$7,500 member; Nominating: $12,500 chair/$7,500 member | Role-based schedule (no meeting fees) | Annual RSU grant increases to $165,000; granted after annual meeting; vests fully at 1 year |
2024 actual compensation for McManamon: cash fees $62,500 and equity grant grant‑date fair value $119,547; total $182,047.
Performance Compensation (Director)
- CEVA does not use performance‑conditioned equity for directors; non‑employee directors receive time‑based RSUs only. 2024: $124,670 annualized RSU value (two‑year graded vesting). 2025: $165,000 annualized RSU value (one‑year cliff vesting).
| Director Equity Design | Performance Metrics | Vesting | Annual Value |
|---|---|---|---|
| Non‑employee Director RSUs | None (time‑based only) | 2024 grants: 50% at 1 year, 50% at 2 years; 2025 grants: 100% at 1 year | $124,670 (2024); $165,000 (2025) |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Broadwake Limited | Private | Director | No related‑party transactions disclosed with CEVA in 2024 |
| Atlantic Bridge | Private investment firm | Chairman | No 2024 related‑party transactions disclosed with CEVA |
| Parthus Technologies plc (historical) | Former public plc | CFO, EVP Corp Dev, Director | Historical; no current interlock |
- Compensation committee interlocks: None—no CEVA executive served on another company’s board/comp committee with any CEVA comp committee member.
Expertise & Qualifications
- Chartered Director; extensive finance (former CFO), corporate development/M&A, and investment background (Atlantic Bridge).
- Deep semiconductor and IP licensing familiarity through Parthus and long CEVA oversight.
- Leads investor engagement for governance and compensation feedback as board chair.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Equity‑Based Awards Included | RSUs Outstanding (as of Mar 11, 2025) |
|---|---|---|---|---|
| Peter McManamon | 319,485 | 1.3% | 28,000 options included in beneficial ownership calculation | 8,902 RSUs outstanding |
Additional alignment/controls:
- Director stock ownership guidelines: raised Feb 2025 from 2x to 5x annual retainer (now $225,000), 5‑year compliance clock; only vested RSUs count. As of Dec 31, 2024, all directors other than newly added Ms. Liu and Mr. Faintuch were in compliance (McManamon compliant).
- Prohibition on hedging/pledging; since policy inception, no director/executive has hedged or pledged CEVA shares.
Governance Assessment
Strengths
- Independent chairman with deep company/industry knowledge; robust independence framework (all non‑CEO directors independent) and regular executive sessions.
- Active shareholder engagement led by chair; tangible board refreshment (new directors in 2021, 2024, 2025).
- Strong alignment policies: anti‑hedging/pledging, recoupment policy, director and executive ownership guidelines.
Watchpoints / RED FLAGS
- Very long tenure (director since 2003; chair since 2005) raises independence/perception concerns despite formal independence; board acknowledges tenure issue and is pursuing refreshment.
- Director pay changes: 2025 increases in cash retainers and higher equity with shorter (one‑year) vesting for directors reduce time‑based retention duration; monitor for pay inflation and alignment trade‑offs.
- External affiliations (Atlantic Bridge) create a potential appearance risk if portfolio companies intersect with CEVA’s ecosystem; no related‑party transactions disclosed in 2024, but continued monitoring is prudent.
- 2024 say‑on‑pay support at ~79% (below typical 90%+ for strong support) warrants continued engagement; chair led outreach in 2025.
Notes on Conflicts/Related‑Party Exposure
- Only disclosed 2024 related‑party item: legal fees of ~$0.4M to Morrison & Foerster LLP where director Jaclyn Liu is a senior partner; audit committee oversees related‑party reviews. No other related‑party transactions disclosed.
Summary of Committee Assignments (McManamon)
| Committee | Role |
|---|---|
| Audit | Not a member; committee chaired by Louis Silver (members: Marced, Nilsson, Silver) |
| Compensation | Not a member; chaired by Maria Marced (members: Andrietti, Marced, Silver) |
| Nominating & Corporate Governance | Not a member; chaired by Sven‑Christer Nilsson (members: Nilsson, Andrietti) |
| Board Leadership | Independent Chairman of the Board |
Director Compensation Details (McManamon)
| Component | 2024 Amount |
|---|---|
| Cash Fees | $62,500 |
| Equity (RSUs; grant-date fair value) | $119,547 |
| Total | $182,047 |
| 2024 Grant Mechanics | Annualized $124,670 RSU value; 50% vests at 1 year, 50% at 2 years |
| 2025 Policy Changes | Chair cash retainer to $102,500; annual director RSU to $165,000 with 1‑year vest; grant aligned to annual meeting |
Governance Policy Signals
- Clawback policy adopted Nov 7, 2023; applies to erroneously awarded incentive compensation to current/former executive officers on restatement.
- Insider trading controls include blackout periods and pre‑clearance; separate prohibition on hedging/pledging.
- Majority voting for directors with resignation policy on failure to receive a majority of votes; annual elections.