Moran Shemesh Rojansky
About Moran Shemesh Rojansky
Moran Shemesh Rojansky is Mobileye’s Chief Financial Officer (CFO), appointed effective September 11, 2023; she served as acting CFO starting June 26, 2023 and has been with Mobileye since 2016 in finance leadership roles. She was 43 at appointment and previously led consolidation/reporting at Tnuva (2013–2016) and held senior roles at PwC before that . Mobileye’s cumulative TSR was -30.86% from its 2022 IPO through December 28, 2024, and FY2024 net loss reflected a $2,695m goodwill impairment (net of tax $2,613m), providing key context for incentive alignment during her tenure . Mobileye states it does not use financial performance measures (e.g., TSR or net income) to directly determine executive “compensation actually paid” .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mobileye Global Inc. | Acting CFO → CFO | Acting CFO from Jun 26, 2023; CFO from Sep 11, 2023 | Oversees global finance, planning, budgeting, accounting, reporting and tax; internal promotion based on company-specific expertise |
| Mobileye Global Inc. | VP Finance; Director of Finance; Corporate Controller | 2016–2023 | Progressively led finance functions prior to CFO appointment |
| Tnuva Ltd. | Head of consolidation and reporting; financial reporting roles | 2013–2016 | Led group consolidation and reporting for a major Israeli food company |
| PwC | Accounting consulting/advisory; Senior Manager | Not disclosed | Senior roles in accounting advisory prior to Tnuva tenure |
External Roles
No public-company directorships or external roles disclosed for Moran Shemesh Rojansky .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $214,210 | $276,493 (31% increase; targeted to peer median in July 2024) |
Notes:
- Base salaries are paid in NIS and shown in USD using year-end FX; 2024 increase approved by the Compensation Committee after CAP benchmarking to the 2024 peer group median .
Performance Compensation
Mobileye’s program emphasizes equity (RSUs) and does not provide regular annual cash bonuses; performance-based RSUs may be used on occasion, but none were granted to NEOs in 2024 or 2023. Mobileye does not tie “compensation actually paid” to TSR or net income under SEC PvP; incentive pay is primarily time-based vesting RSUs .
RSU Grants (2024)
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Jul 10, 2024 | 54,565 | $1,459,614 | 40% on Jul 10, 2025; 30% on Jul 10, 2026; 30% on Jul 10, 2027 |
RSU Grants (2023)
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| Jul 10, 2023 | 14,815 | $599,119 | 40% on Jul 10, 2024; 30% on Jul 10, 2025; 30% on Jul 10, 2026 |
| Oct 31, 2023 | 23,614 | $842,311 | 40% on Oct 31, 2024; 30% on Oct 31, 2025; 30% on Oct 31, 2026 |
Prior RSU (CFO appointment package, 2022)
| Grant Date | Shares (#) | Vesting Schedule |
|---|---|---|
| Oct 26, 2022 | 21,178 | 33% on Apr 26, 2023; 33% on Jun 26, 2024; 34% on Jun 26, 2025 |
Performance Metrics Table (structure; not used)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (time-based RSUs) | n/a | n/a | n/a | n/a | Time-based schedules as above |
Equity Ownership & Alignment
- Company policy prohibits hedging and, with limited exceptions, pledging or margin accounts for directors/officers/employees; insider trading policy is filed as an exhibit and governs trading windows .
- Mobileye is a controlled company; Intel owns ~98.6% of voting power via Class B, affecting governance and compensation committee independence .
Beneficial Ownership
| As-of Date | Class A Shares Owned | % of Class A | Voting Power Impact |
|---|---|---|---|
| Apr 15, 2024 | 12,153 | <1% | Minimal vs Intel’s 98.7% voting control |
| Apr 15, 2025 | 34,513 | <1% | Minimal vs Intel’s 98.6% voting control |
Unvested RSUs at FY-end
| Grant | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| Oct 26, 2022 | 7,201 | $144,236 (at $20.03) |
| Jul 10, 2023 | 8,889 | $178,047 (at $20.03) |
| Oct 31, 2023 | 14,169 | $283,805 (at $20.03) |
| Jul 10, 2024 | 54,565 | $1,092,937 (at $20.03) |
| Total | 84,824 | $1,699,025 |
2024 Stock Vested (liquidity context; not necessarily sold)
| Stock | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| INTC | 1,649 | $37,259 |
| MBLY | 22,360 | $483,807 |
Upcoming Vesting Events (potential supply visibility)
- Jun 26, 2025: 7,201 MBLY RSUs from 2022 grant .
- Jul 10, 2025: 4,444 MBLY RSUs from Jul 2023 grant and 21,826 MBLY RSUs from Jul 2024 grant .
- Oct 31, 2025: 7,084 MBLY RSUs from Oct 2023 grant .
Employment Terms
- CFO Agreement: initial effective July 3, 2016; governs salary, global overtime, vacation/sick leave, reimbursements, convalescence pay; company contributions: 8.33% severance, 6.5% pension (employee contributes 6%), up to 0.55% disability insurance; Advanced Study Fund contributions (7.5% employer on 80% of gross; 2.5% employee). 30 days’ termination notice or pay in lieu .
- Non-compete/non-solicit: customary during term and 12 months post-termination (18 months for CEO; CFO subject to 12 months) .
- Clawback policy: adopted September 7, 2023, aligning with SEC/Nasdaq; applies to NEOs; recoupment of incentive comp upon restatement (lookback 3 years) .
- Hedging/pledging policy: prohibits derivatives/hedging and (with exceptions) pledging/margin accounts for directors/officers/employees .
Potential Payments Upon Termination (as of FY2024)
| Scenario | Cash Severance ($) | RSU Acceleration ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Termination for any reason | $42,805 | N/A | $73,969 (notice/vacation) | $116,774 |
| Change-in-control (CFO) | $42,805 | N/A | $73,969 | $116,774 (no special CIC multiple for CFO) |
| Death or disablement | $42,805 | $2,362,317 | $50,281 | $2,455,403 |
Compensation Structure Analysis
- Mix shift and design: Mobileye emphasizes equity-based compensation; RSUs are time-based, with no regular annual cash bonuses and no performance-metric link to payout; CAP acts as independent consultant for benchmarking .
- 2024 salary change: CFO base raised ~31% in July 2024 to align to peer median; total equity grants remained modest vs CEO/CTO .
- Governance context: Controlled company with non-independent Compensation Committee chair in 2025; still compliant with SEC/Nasdaq Audit requirements .
Say‑on‑Pay & Shareholder Feedback
- Advisory votes on executive compensation received strong support: 99.8% in 2023 and 99.3% in 2024, reinforcing shareholder acceptance of equity-heavy pay design .
Equity Ownership & Alignment (Policy Focus)
- Ownership guidelines for executives: not disclosed; however, hedging/pledging restrictions and clawback policy apply .
- Beneficial ownership for CFO is small (<1%), limiting direct voting influence; Intel controls ~98.6–98.7% voting power via Class B .
Performance & Track Record
- Company TSR and earnings context: cumulative TSR -30.86% from Oct 26, 2022 to Dec 28, 2024; FY2024 net loss driven by $2,695m goodwill impairment recorded in Q3 2024 (net of tax $2,613m) .
- CFO credibility: Elevated internally after years of finance leadership; responsibilities include budgeting, accounting/reporting, tax; public disclosures signed in role (e.g., Form 8‑K Feb 4, 2025) .
Compensation Committee Analysis
- Composition (2025): Chair Patrick Bombach (non‑independent), members Eyal Desheh and Frank D. Yeary; committee met 5 times in 2024; CAP engaged for independent advice .
- Peer group: 17 software/tech peers used in 2024 benchmarking across revenue, market cap, R&D intensity (e.g., ANSS, NET, DDOG, SNOW, TTD, VEEV); Mobileye’s 2024 revenue $1,654m and market cap $16,245m were within group ranges .
Risk Indicators & Red Flags
- Controlled company status and non‑independent committee chairs can reduce external checks on pay decisions; Intel holds ~98.6% voting power .
- No performance-linked pay elements for NEOs (time-based RSUs only) may weaken pay-for-performance alignment; company discloses not using performance measures to link “compensation actually paid” .
- Policies mitigate some risks: clawback policy; hedging/pledging prohibitions; insider trading controls .
Investment Implications
- Upcoming vesting events (June 26, July 10, October 31, 2025) could create supply from RSU releases for the CFO, subject to trading windows and personal decisions; dates and share counts provide visibility for potential insider selling pressure analysis .
- Pay structure emphasizes retention via time‑based RSUs with minimal severance economics for CFO (no CIC multiple); alignment relies on share price over time rather than explicit operating metric targets .
- Low direct ownership (<1%) reduces personal voting influence; governance remains Intel‑controlled—investors should monitor committee decisions, peer benchmarking outcomes (CAP), and future adoption of performance‑based equity to strengthen alignment .
- Strong Say‑on‑Pay support (99%+) suggests investor acceptance of current design, but TSR weakness and goodwill impairment contextualize scrutiny of future awards and any introduction of performance metrics .