Yaniv Arieli
About Yaniv Arieli
Yaniv Arieli, 56, has served as CEVA’s Chief Financial Officer since May 2005. He previously held senior finance and IR roles at DSP Group (President of U.S. Operations; Director of IR; earlier CFO of the DSP Cores Licensing Division) and began his career at Kesselman & Kesselman (PwC) as a CPA/account manager. He holds a B.A. in Accounting & Economics (Haifa University) and an M.B.A. (Newport University), and is a member of the National Investor Relations Institute. In 2024, CEVA exceeded internal revenue (actual $106.9m vs $105.0m target) and non‑GAAP EPS targets (actual $0.36 vs $0.34), supporting above‑target bonus outcomes; CEVA shares rose ~39% in 2024, outperforming the S&P Semiconductors Select Industry Index (~18%) and Russell 2000 (~19%).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DSP Group | President, U.S. Operations; Director of Investor Relations | 2002–2005 | Led U.S. operations and IR; prior CFO of DSP Cores Licensing Division supporting licensing growth and financial controls |
| DSP Group | VP Finance, CFO & Secretary, DSP Cores Licensing Division | pre‑2002 | Division‑level financial leadership and governance for IP licensing |
| Kesselman & Kesselman (PwC) | Account Manager, CPA | pre‑1997 | Audit/assurance foundation; professional licensure (CPA) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Investor Relations Institute | Member | n/d | Professional engagement in IR best practices |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 319,494 | 326,350 | 326,505 |
| Target Bonus (% of salary) | n/d | 50% (2024 plan disclosed for 2024) | 50% |
| Maximum Bonus (% of salary) | n/d | 60% (2024 plan disclosed for 2024) | 60% |
| Actual Bonus ($) | 130,762 | 16,741 | 177,235 |
| All Other Compensation ($) | 107,997 | 110,207 | 104,534 |
2024 perquisites/benefits detail:
- Car allowance and other perqs: $20,481; Israeli social benefits: $48,537; study fund: $24,390; Israeli social insurance: $11,126; total $104,534 .
Performance Compensation
2024 Annual Executive Bonus Plan (Arieli)
| Component | Weight | Threshold | Target | Max Mechanics | Result | Payout % | Payout ($) |
|---|---|---|---|---|---|---|---|
| Revenue (2024) | 40% | 90% of target | Board‑approved target | +2.5% payout per 1% above target up to 110% | $106.9m vs $105.0m target (~+2%) | 105% | 68,846 |
| Non‑GAAP EPS (2024) | 40% | 90% of target | Board‑approved target | +2.5% payout per 1% above target up to 110% | $0.36 vs $0.34 target (~+6%) | 115% | 75,485 |
| Customer Agreements (2024) | 20% | Committee discretion | 3 agreements | n/a | “In excess of three” executed | 100% | 32,904 |
| Total | 100% | — | — | — | — | 107% | 177,235 |
2024 Equity Awards (granted Feb 16, 2024)
| Instrument | Grant/Target | Max | Grant‑date Fair Value ($) | Vesting | Performance Metrics/Achievement |
|---|---|---|---|---|---|
| RSUs | 20,043 units | — | 461,991 | 1/3 on 2/16/25, 2/16/26, 2/16/27 | Time‑based |
| PSUs (target) | 13,362 units | 18,706 units | 226,240 | Earned shares vest 1/3 on 2/16/25, 2/16/26, 2/16/27 | 50% 2024 license & related revenue; 25% rTSR vs S&P Semis; 25% rTSR vs Russell 2000; threshold 90%; upside above 100% (2% step for Arieli) |
| PSUs (earned) | 15,446 units earned for 2024 | — | — | As above | Achieved: 96% license revenue (50% bucket at 96%); rTSR outperformance: S&P +18% vs CEVA +~39% (136% for 25% bucket); Russell +19% vs CEVA +~39% (135% for 25% bucket) |
Notes:
- No option awards outstanding for NEOs as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 89,106 shares; <1% of outstanding |
| Vested vs Unvested (12/31/2024) | Unvested RSUs: 6,658 (granted 2/17/2023) vest 2/17/2025 & 2/17/2026; 20,043 (granted 2/16/2024) vest 2/16/2025–2027. Unvested PSUs: 15,446 (earned 2024, vest 1/3 on 2/16/2025–2027); additional long‑term PSUs 30,293 unearned (milestone‑based) |
| Options | None outstanding as of 12/31/2024 |
| Pledging/Hedging | Prohibited for all employees/directors; no pledging/hedging by executives since policy inception (waivers eliminated in 2020) |
| Ownership Guidelines | Original: 100% of salary within 5 years (CFO compliant since Feb 2, 2021); Updated Feb 2025: 300% of salary within 5 years (by Feb 2030); now counts both vested and unvested RSUs |
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | Effective Aug 1, 2005; amended 2013, 2021, 2022; terminable by either party with 6 months’ notice |
| Severance (No CIC) | If terminated without cause without notice, cash equal to 6 months’ salary; severance benefits per Israeli law; post‑2021 Section 14 treatment for severance contributions |
| Change‑in‑Control (Double‑Trigger within 12 months) | If resigns for good reason or terminated without cause: cash equal to compensation he would have received over two years; full acceleration of time‑based equity (clarified April 1, 2024 that acceleration applies only to time‑based awards) |
| Clawback | Dodd‑Frank Rule 10D‑1 compliant recoupment policy adopted Nov 7, 2023; SOX 304 reimbursement applies to CEO/CFO for misconduct‑related restatements |
| Non‑Compete/Other | Agreement includes customary confidentiality and assignment provisions; additional non‑compete detail not disclosed for CFO |
| Insider Trading/Blackouts | Pre‑clearance required; blackout policy; CFO is compliance officer under policy |
Potential payments (12/31/2024 scenario):
- Termination without cause/good reason/death: $2,179,971 total (includes $215,519 salary/benefits; $1,433,537 time‑based RSUs; $436,613 accrued severance; $94,302 vacation) .
- CIC double‑trigger: $2,826,529 total (includes $862,077 salary/benefits; $1,433,537 time‑based RSUs; $436,613 accrued severance; $94,302 vacation) .
Performance & Track Record
| Measure | 2024 Outcome | Notes |
|---|---|---|
| Total Revenue | $106.939m | Included in Pay‑vs‑Performance disclosure |
| License & Related Revenue (for PSU metric) | $60.0m (96% of target) | Drove partial PSU vesting |
| Non‑GAAP EPS | $0.36 vs $0.34 target (~+6%) | Supported above‑target bonus |
| Stock Performance (2024) | ~+39% | Outperformed S&P Semis (+18%) and Russell 2000 (+19%) for rTSR PSU metrics |
| Say‑on‑Pay (2024) | 79% “For” (60% of shares of record represented) | Indicates moderate support for pay program |
Compensation Structure Analysis
- Mix and at‑risk pay: In 2024, Arieli’s total pay of $1,296,505 comprised salary $326,505, cash incentive $177,235, and equity $688,231, with modest perquisites ($104,534). Equity and performance‑linked cash comprised the majority of pay, consistent with the committee’s pay‑for‑performance design .
- Shift toward PSUs: Executive equity grants include meaningful PSU weight (40% for Arieli in 2024), with metrics tied to controllable revenue (license/related) and rTSR vs broad indices, balancing operational and market outcomes .
- No hedging/pledging, robust clawback, and increased ownership requirements (300% of salary by 2030) strengthen alignment and risk controls .
Investment Implications
- Alignment: CFO incentives are directly tied to revenue growth, non‑GAAP EPS, and multi‑metric PSU design (license revenue and relative TSR), promoting balanced execution and shareholder alignment. The 2024 over‑achievement on internal revenue/EPS and rTSR outperformance translated into above‑target bonus and PSU earn‑ins, evidencing design efficacy .
- Retention vs. dilution: Multi‑year vesting of RSUs and earned PSUs (annual thirds through 2027) creates staggered retention hooks without option overhang; no options outstanding for NEOs reduces repricing risk and overhang perceptions .
- Change‑in‑control economics: Double‑trigger protection with two years of compensation and time‑based equity acceleration is shareholder‑standard but generous; important in M&A scenarios given CEVA’s IP model. Clarity that only time‑based equity accelerates mitigates windfall risk on performance awards .
- Governance signals: Anti‑pledging/hedging, Rule 10D‑1 clawback, and increased ownership guidelines (CFO already compliant under original) are positives. 2024 say‑on‑pay support (79%) is acceptable but suggests ongoing need for investor engagement on pay design .
Overall: Arieli’s compensation is materially performance‑linked with substantial equity exposure and restrictive governance policies. Near‑term scheduled vesting (February each year) creates predictable alignment milestones; CIC terms are protective but conventional for a long‑tenured CFO. Execution risk is tethered to sustaining license/related revenue momentum and maintaining rTSR performance relative to indices embedded in PSU structures .