Amnon Shashua
About Amnon Shashua
Co‑founder of Mobileye and CEO/President since 2017; age 64; director since Mobileye’s original founding in 1999 and currently serves on Mobileye’s Board; previously Senior Vice President at Intel (2017–2022). Academic credentials include the Sachs Chair in Computer Science at the Hebrew University of Jerusalem with 162 published papers and over 94 patents; notable awards include the 2020 Dan David laureate (AI), Electronic Imaging Scientist of the Year (2019), Automotive Hall of Fame Mobility Innovator Award (2022), and Israel Prize for Lifetime Achievement (2023) . Company performance context: 2024 revenue $1.7B vs $2.1B in 2023 and $1.9B in 2022; net loss in 2024 of $3,090M primarily due to a $2,695M goodwill impairment; cumulative TSR from Oct 26, 2022 to Dec 28, 2024 was −30.86% .
| Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues ($USD Billions) | $1.9 | $2.1 | $1.7 |
| Net Income (Loss) ($USD Millions) | $(82) | $(27) | $(3,090) |
| Metric | Period | Value |
|---|---|---|
| Cumulative TSR | Oct 26, 2022 → Dec 28, 2024 | −30.86% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mobileye | Co‑founder; CEO/President | 1999–present; CEO since 2017 | Led ADAS leadership and the bridge to eyes-on/hands-off SuperVision and future eyes-off consumer AV roadmap |
| Intel | Senior Vice President | 2017–2022 | Post‑acquisition leadership; strategic integration and continued AV/ADAS development |
| Mobileye (pre-IPO) | Board Director | Since founding (1999) | Continuous board service through Mobileye’s evolution |
| Academic | Sachs Chair, Hebrew University | Ongoing | AI/ML authority; deep technical stewardship for Mobileye |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| OrCam Technologies | Co‑Chairman & Co‑founder | Since 2010 | AI assistive tech for visually/hearing impaired |
| AI21 Labs | Chairman & Co‑founder | Since 2017 | Natural language AI; cross‑pollination with Mobileye AI |
| One Zero Digital Bank | Founder | Since 2019 | Digital banking in Israel |
| Mentee Robotics | Chairman & Co‑founder | Since Dec 2021 | Humanoid robots |
| AA‑I Technologies Ltd. | Chairman & Co‑founder | Since 2023 | Next‑gen AI models |
| Hebrew University of Jerusalem | Professor; Sachs Chair | Ongoing | 162 papers; 94+ patents; multiple awards |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $758,595 | $736,007 | $725,801 |
| All Other Compensation ($) | $261,102 | $332,815 | $534,504 |
| Total Fixed + Other ($) | $1,019,697 | $1,068,822 | $1,260,305 |
2024 perquisites detail:
- Personal security services: $375,593
- Company contributions (pension/severance): $108,320
- Advanced Study Fund contributions: $43,543
- Patent grant cash awards: $2,298
Policy controls:
- Clawback: SEC/Nasdaq‑compliant recoupment for restatements (3‑year lookback; cash and equity) .
- Hedging/derivatives/pledging: Prohibited for directors/officers/employees; margin accounts and pledging generally prohibited (with limited exceptions) .
Performance Compensation
Mobileye emphasizes equity RSUs; no annual cash bonus for NEOs and no 2024 performance‑based awards for NEOs. Company states it does not use financial performance measures to link “compensation actually paid” to performance; 2023/2024 Say‑on‑Pay approvals were 99.8% and 99.3% respectively .
| Grant | Grant Date | Type | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| IPO‑match RSUs (3:1 on $10M CEO investment) | Oct 26, 2022 | MBLY RSUs | 1,428,571 | $30,000,000 equivalent (one‑time grant) | 50% on Oct 26, 2026; 50% on Oct 26, 2027 |
| Annual RSUs | Jul 10, 2023 | MBLY RSUs | 210,375 | $9,985,404 (2023 total stock awards; CEO entry) | 40% vested Jul 10, 2024; 30% on Jul 10, 2025; 30% on Jul 10, 2026 |
| Annual RSUs | Jul 10, 2024 | MBLY RSUs | 516,557 | $13,817,900 | 40% on Jul 10, 2025; 30% on Jul 10, 2026; 30% on Jul 10, 2027 |
Stock vested in 2024:
- MBLY shares vested: 343,107; value realized: $6,392,886 .
Pay‑vs‑Performance (CEO):
- 2024 CEO SCT total $15,078,205; “Compensation Actually Paid” $44,435,030; net loss driven by goodwill impairment; TSR −30.86% (Oct 26, 2022 → Dec 28, 2024) .
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Voting Power Impact |
|---|---|---|---|
| Amnon Shashua | 1,924,594 | 1.9% | Class A has negligible voting vs Intel’s Class B control |
Outstanding (unvested) CEO MBLY RSUs at 12/28/2024:
| Grant Date | Unvested RSUs (#) | Market Value at $20.03 ($) | Vesting Schedule |
|---|---|---|---|
| Oct 26, 2022 | 1,428,571 | $28,614,277 | 50% Oct 26, 2026; 50% Oct 26, 2027 |
| Jul 10, 2023 | 210,375 | $4,213,811 | 30% Jul 10, 2025; 30% Jul 10, 2026 (40% vested in 2024) |
| Jul 10, 2024 | 516,557 | $10,346,637 | 40% Jul 10, 2025; 30% Jul 10, 2026; 30% Jul 10, 2027 |
Alignment controls:
- Pledging/hedging: prohibited as noted above .
- Clawback: applicable to CEO equity .
- Director equity limits (outside directors): $500,000 cap per fiscal year (not applicable to CEO) .
Insider selling pressure assessment:
- Large scheduled vesting over 2025–2027 (including the 1,428,571 IPO‑match RSUs split evenly in 2026/2027) may create mechanical supply upon release absent retention/hold requirements; Mobileye’s policy broadly restricts hedging/pledging, but does not mandate post‑vesting holding periods in the proxy. In 2024, CEO realized $6.39M on MBLY vesting events .
Employment Terms
| Term | CEO Provision |
|---|---|
| Employment agreement | Amended on July 24, 2014; March 17, 2017; June 1, 2022; sets Base Salary and annual equity eligibility including 3:1 IPO‑match RSUs |
| Non‑compete; non‑solicit | 18‑month post‑termination non‑compete/non‑solicit for CEO |
| Termination without Cause | 2 months of Base Salary and benefits; Israeli Severance Pay law supplement; 100% acceleration of unvested options/RSUs under 2022 Plan; accrued vacation |
| Deemed Dismissal (CEO) | Same as “without Cause” (2 months comp/benefits, severance supplement, full acceleration, accrued vacation) |
| Death/Disability | 100% RSU acceleration; option exercise permitted up to 365 days; severance supplement; accrued vacation |
| Change‑in‑Control (CEO only) | 12 months of Base Salary and benefits; severance supplement; 100% acceleration of unvested options/RSUs; accrued vacation (double‑trigger via termination due to change in control) |
Israeli benefits and statutory framework:
- Employer contributions: typically 14.83% of Base Salary (6.5% pension; 8.33% severance); Advanced Study Fund (7.5% employer; 2.5% employee) .
Board Governance
- Board service: CEO and President; committee memberships: none .
- Board leadership: Chair is Safroadu Yeboah‑Amankwah (since Jan 2025); Claire C. McCaskill is Lead Independent Director with executive session duties and agenda role .
- Controlled company: Intel beneficially owns all Class B (~98.6% voting power); Mobileye relies on Nasdaq “controlled company” exemptions, permitting non‑independent members on Compensation and Nominating committees .
- Committee composition: Audit is fully independent (Desheh Chair; McCaskill; Yeary); Compensation includes non‑independent Chair (Bombach) plus independent members; Nominating/Governance chaired by Yeboah‑Amankwah (not independent) with independent members .
- Attendance: Board held 7 regular + 3 special meetings in 2024; committees held 20 meetings; average director attendance was 96%; each director attended ≥75% of meetings served .
Dual‑role implications:
- CEO + director status is common but adds oversight sensitivity; Mobileye’s “controlled company” status and significant presence of Intel executives on the Board amplify independence concerns and potential related‑party risks; risk factors highlight conflicts with Intel given intercompany agreements and dual‑class control .
Compensation Structure Analysis
- Mix shift: Predominantly equity (time‑based RSUs); no annual cash bonus; no 2024 PSUs for NEOs .
- Performance linkage: Company discloses it does not use financial performance measures for “compensation actually paid”; TSR and net income do not directly impact NEO pay outcomes .
- Peer benchmarking: CAP engaged; 2024 peer group listed; CEO salary stability with equity as primary lever .
- Governance features: Clawback in place; no tax gross‑ups; prohibitions on option repricing and dividends on unvested awards; separate annual limit for non‑employee directors; double‑trigger equity acceleration for CEO on change‑in‑control .
- Share reserve expansion: Amended 2022 Plan proposed increase to 153.2M total shares reserved (113.1M newly reserved) to meet ~3 years of equity needs; burn rate and shareholder rationale disclosed .
Related Party Transactions
- Intel stock‑comp recharge: $62M recorded as APIC adjustment in 2024 .
- CEO security/travel reimbursements: $2.0M in 2024; security support separately detailed in perquisites .
- Extensive intercompany agreements with Intel (Master Transaction, Tech & Services, Admin Services, Tax Sharing; FMCW LiDAR agreement terminated Oct 2, 2024) creating dependencies and potential conflicts; Intel holds registration rights and anti‑dilution options; MFN terms on internal use; governance covenants while Intel retains ≥20% ownership .
Say‑on‑Pay & Shareholder Feedback
- Advisory approvals: 99.8% (2023) and 99.3% (2024) .
- 2025 proposal includes continuation of equity‑heavy model; Board recommends “FOR” .
Expertise & Qualifications
- Deep AI/ML and computer vision leadership; professor and author; numerous patents and industry awards .
- Executive risk: Company explicitly notes high dependence on Prof. Shashua; diversified external commitments may dilute focus, though he is “highly active” in Mobileye management .
Work History & Career Trajectory
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Mobileye | Co‑founder; CEO/President | 1999–present; CEO since 2017 | Led ADAS scale (200M+ vehicles) and advanced product roadmap |
| Intel | Senior Vice President | 2017–2022 | Mobileye integration phase |
| Academic | Professor, Hebrew University | Ongoing | AI/ML research leadership |
Compensation Committee Analysis
- Members: Patrick Bombach (Chair; not independent), Eyal Desheh (independent), Frank D. Yeary (independent); CAP retained as independent consultant; charter updated Mar 13, 2025 to clarify clawback oversight .
- Controlled company exemptions permit non‑independent member as Chair, increasing governance scrutiny .
Investment Implications
- Alignment: Strong equity orientation (multi‑year RSU vesting; significant unvested overhang through 2027) aligns CEO pay to stock outcomes; anti‑hedging/pledging and clawback reduce misalignment risk .
- Retention risk: Explicit 18‑month non‑compete/non‑solicit; accelerated vesting on termination (including change‑in‑control 12‑month comp) supports retention but creates potential payout sensitivity under adverse events .
- Governance risk: Intel’s 98.6% voting power, non‑independent committee leadership, and extensive related‑party agreements present persistent independence/conflict risks; multiple Intel executives on the Board amplify this; investors should apply a controlled‑company governance discount .
- Performance linkage gap: Company does not use explicit financial performance measures for pay‑vs‑performance; with TSR negative over the initial period, equity grants remain substantial; watch for introduction of PSUs or performance metrics in future cycles .
- Trading signals: Significant scheduled vesting in 2025–2027 (including 714,285 RSUs in both 2026 and 2027 from IPO‑match) may create episodic supply upon vesting; monitor Form 4 activity around vest dates and blackout windows, and the 2025 equity plan share increase for dilution trajectory .
- Say‑on‑Pay support: High approvals (≥99%) suggest investor tolerance of equity‑heavy design; continued controlled‑company governance and lack of performance metrics could face increased scrutiny if TSR underperforms peers .