Eyal Desheh

About Eyal Desheh

Independent director of Mobileye Global Inc. since October 2022 (previously served 2014–2018), age 73, and designated Audit Committee financial expert; currently chairs the Audit Committee and serves on Compensation and Nominating & Corporate Governance Committees . He holds a B.A. and M.B.A. from The Hebrew University of Jerusalem, bringing extensive CFO and audit oversight experience to the board .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; member of Compensation and Nominating & Corporate Governance Committees .
• Independence: Board determined Mr. Desheh is independent under Nasdaq standards (also McCaskill, Chao, Yeary) .
• Meeting cadence and attendance: In 2024 the Board held 7 regular and 3 special meetings; committees held 20 meetings (Audit 12, Compensation 5, Nominating 4). Each director attended at least 75% of meetings; average attendance 96%. Mr. Desheh attended the 2024 annual meeting of stockholders .
• Audit oversight: Audit Committee (Desheh as Chair) oversees financial statements, internal controls, auditor independence, and cybersecurity risk; all members are independent, and Desheh is an “audit committee financial expert” per Reg S‑K 407(d)(5) .
• Controlled company context: Intel beneficially owns Class B shares representing ~98.6% of voting power; MBLY relies on controlled company exemptions—its Compensation Committee and Nominating & Corporate Governance Committee include non‑independent chairs (Bombach; Yeboah‑Amankwah) .

Fixed Compensation

Performance Compensation

• Performance metrics: Director equity awards are time‑based; no performance metrics disclosed for director compensation .
• Equity plan governance: No dividends on unvested awards; no option repricing without shareholder approval; separate annual compensation limit for non‑employee directors; no tax gross‑ups; clawback policy applies to NEO awards (director program reviewed annually by Compensation Committee with independent consultant CAP) .

Other Directorships & Interlocks

• Interlocks to CEO’s private ventures: Board roles at OrCam Technologies and One Zero Digital Bank, both companies founded/co‑founded by MBLY CEO Amnon Shashua, creating network ties that warrant monitoring for related‑party considerations if transactions arise .
• No related‑party transactions disclosed involving Mr. Desheh; MBLY’s Related Person Policy requires Audit Committee review/approval of any such transactions .

Expertise & Qualifications

• Financial leadership: Multi‑decade experience as public company CFO (Teva, Check Point, Scailex/Scitex) and chair roles in payments and tech/robotics; designated audit committee financial expert .
• Education: B.A. and M.B.A., The Hebrew University of Jerusalem .
• Risk oversight: Experienced in audit, compliance, and cybersecurity oversight through Audit Committee remit .

Equity Ownership

• Outstanding shares context: 100,496,663 Class A and 711,500,000 Class B outstanding; Intel beneficially owns all Class B, ~98.6% total voting power .
• Unvested director RSUs: 3,238 from 2022 grant remain unvested; 2024 RSUs vest after one year .
• Hedging/pledging: Company policy prohibits hedging, short sales, and pledging of MBLY stock for directors and employees, with limited exceptions (ownership of company‑granted awards allowed) .

Governance Assessment

• Strengths:

  • Independent Audit Chair with “financial expert” designation; strong CFO background improves financial oversight .
  • High board/committee engagement; Audit met 12 times in 2024; overall attendance averaged 96% .
  • Director pay mix emphasizes equity with one‑year vesting, aligning interests while avoiding performance metric gaming; robust equity plan safeguards (no unvested dividends, no repricing) .
  • Insider trading and anti‑hedging/pledging policies support alignment .

• Watch items / potential conflicts:

  • Controlled company structure concentrates voting power at Intel; non‑independent chairs lead the Compensation and Nominating Committees, which could dilute independent oversight despite Desheh’s independent status on those committees .
  • Network ties to CEO’s private companies (OrCam, One Zero Digital Bank) increase potential for perceived conflicts; no MBLY transactions disclosed, but monitor for related‑party exposure via Audit Committee processes .

• Shareholder signals:

  • Strong say‑on‑pay support historically (99.3% in 2024; 99.8% in 2023), indicating investor confidence in overall compensation governance; while focused on NEOs, it reflects general governance alignment .

• Overall: Desheh’s deep finance and audit expertise, independence, and active committee leadership are positives for board effectiveness. In a controlled company context, continued vigilance on committee independence and related‑party oversight—particularly given network ties to CEO‑associated ventures—is prudent .