Shai Shalev-Shwartz
About Shai Shalev-Shwartz
Chief Technology Officer of Mobileye since 2018; joined Mobileye in 2010 and previously served as an Intel Senior Fellow from 2017–2022 . A leading machine learning researcher with 100+ publications, co-author of “Understanding Machine Learning: From Theory to Algorithms” (2014), and recipient of the Michael Bruno Award (2020); Ph.D. from Hebrew University of Jerusalem . Company performance context: cumulative TSR from IPO (10/26/2022) to 12/28/2024 was -30.86% vs peer group +115.32%; 2024 net loss driven by $2.695B non-cash goodwill impairment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mobileye | Chief Technology Officer | 2018–present | Leads core ADAS/AV tech; assuming leadership of R&D in 2024 transition |
| Mobileye | Joined Company | 2010–present | Long-tenured technical leadership and continuity |
| Intel | Senior Fellow | 2017–2022 | Maintained deep alignment with parent; cross-pollination of ML and silicon expertise |
| Hebrew University of Jerusalem | Professor, CS & Engineering | Not disclosed | Academic leadership; talent pipeline and cutting-edge ML research |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Toyota Technological Institute at Chicago | Research Assistant Professor | Not disclosed | Advanced ML research and academic network |
| Research (ML) | Not disclosed | Applied ML experience at scale | |
| IBM | Research (ML) | Not disclosed | Enterprise ML experience |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 681,142 | 659,495 | 650,082 |
| Target Bonus (%) | Not provided (Company does not provide annual cash incentives) | Not provided | Not provided |
| Actual Bonus ($) | Not applicable | Not applicable | Not applicable |
| All Other Compensation ($) | 22,402 (pension, patent awards, other) | 13,321 | 16,335 |
| Total Compensation ($) | 10,703,534 | 10,658,220 | 10,397,345 |
Key policy notes:
- No annual cash bonus program; equity is the primary incentive vehicle .
- Retirement/welfare benefits per Israeli law; company contributes to pension (6.5%), severance (8.33%), and Advanced Study Fund (7.5%) .
Performance Compensation
Mobileye emphasizes time-based RSUs; performance-based awards may be used occasionally but none were granted to NEOs in 2024 . The Company does not use financial performance measures (e.g., TSR, net income) to determine “compensation actually paid” .
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Metric | Weighting | Target | Actual | Payout | Vesting Schedule |
|---|---|---|---|---|---|---|---|---|---|
| RSU (ME) | 10/26/2022 | 476,190 | 9,999,990 | None (time-based) | N/A | N/A | N/A | N/A | 40% 4/26/2023; 30% 6/26/2024; 30% 6/26/2025 |
| RSU (ME) | 7/10/2023 | 246,919 | 9,985,404 | None (time-based) | N/A | N/A | N/A | N/A | 40% 7/10/2024; 30% 7/10/2025; 30% 7/10/2026 |
| RSU (ME) | 7/10/2024 | 363,773 | 9,730,928 | None (time-based) | N/A | N/A | N/A | N/A | 40% 7/10/2025; 30% 7/10/2026; 30% 7/10/2027 |
Realized vesting (liquidity events):
| Year | MBLY Shares Vested (#) | MBLY Value Realized ($) | INTC Shares Vested (#) | INTC Value Realized ($) |
|---|---|---|---|---|
| 2023 | 190,476 | 8,207,611 | 38,366 | 1,359,691 |
| 2024 | 241,624 | 6,663,442 | 19,017 | 429,689 |
Upcoming vesting schedule (potential supply overhang):
| Vest Date | Shares Scheduled to Vest |
|---|---|
| 06/26/2025 | 142,857 (remaining from 2022 grant) |
| 07/10/2025 | 145,509 (40% of 363,773) + 44,446 (30% of 148,152) |
| 07/10/2026 | 109,132 (30% of 363,773) + 44,446 (30% of 148,152) |
| 07/10/2027 | 109,132 (30% of 363,773) |
Policy protections:
- Clawback policy (Dodd-Frank Section 954) adopted Sept 7, 2023; recoupment for restatements over prior 3 years .
- Securities Trading Policy prohibits hedging, short sales, options on company stock, and generally pledging/margin accounts for directors/officers .
- Equity plan best practices: no single-trigger COC vesting, no repricing, no dividends on unvested awards, no tax gross-ups; double-trigger equity acceleration applies to CEO .
Equity Ownership & Alignment
| Date (Record) | Beneficial Ownership (Class A) | % of Class A | Options (Exercisable/Unexercisable) | Unvested RSUs (Count) | Notes |
|---|---|---|---|---|---|
| 04/15/2023 | 190,476 | <1% | None | 476,190 (granted 2022) | Initial RSUs on Form 3; 40/30/30 vest cadence |
| 04/15/2024 | 190,476 | <1% | None | 285,714 (2022) + 246,919 (2023) | Market values at $43.32 per share |
| 04/15/2025 | 432,100 | <1% | None (no options outstanding) | 142,857 (2022) + 148,152 (2023) + 363,773 (2024) | Market values at $20.03 per share |
Pledging/Hedging: Prohibited for directors and officers under Company policy (limited exceptions for margin/pledging are generally prohibited) .
Stock ownership guidelines: Not disclosed in available filings.
Employment Terms
- CTO Agreement: sets monthly base salary; Company contributes to pension (6.5% of contribution salary), severance (8.33%), and patent grant cash awards; 30-day notice or pay in lieu for termination; governed by Israeli law .
- Non-compete/Non-solicit: customary restrictions during employment and 12 months post-termination for NEOs (18 months for CEO) .
- Severance and change-of-control economics (indicative amounts if terminated 12/28/2024):
- Termination without cause: $991,560 (plus accumulated severance funds) .
- Resignation: $442,667 .
- Death or disablement: $14,106,843 (accelerated vesting of all RSUs) .
- Deemed dismissal: $991,560 .
- Termination due to change-in-control: Not applicable to CTO; COC acceleration (“double trigger”) applies to CEO only .
Israeli statutory benefits:
- Severance Pay Law: mandatory severance based on last monthly base salary × years of service; employer funds and supplement as needed .
- Advanced Study Fund and National Insurance contributions per Israeli practice .
Governance and Say-on-Pay Context
- Say-on-pay approvals: ~99% in 2023; 99.3% in 2024, indicating strong shareholder support for the compensation program .
- Compensation Committee members (2024): Eyal Desheh, Frank D. Yeary; Chair transitioned to Patrick Bombach in 2025; CAP retained as independent consultant; 2024 peer group includes 17 software/tech firms to benchmark pay .
Performance & Track Record
- Functional leadership: Will assume R&D leadership upon EVP R&D retirement, ensuring continuity in Mobileye’s technology strategy .
- Academic and industry recognition: 100+ papers; 2016 AMiner top-100 researcher; 2020 Michael Bruno Award; co-authored ML textbook .
- Company performance context: TSR -30.86% from 10/26/2022 to 12/28/2024; peer group +115.32%; 2024 net loss primarily due to $2.695B goodwill impairment .
Investment Implications
- Alignment: Heavy equity mix with multi-year, time-based vesting aligns CTO outcomes to shareholder value; anti-hedging/pledging policies strengthen alignment .
- Retention risk: Large unvested RSU balances with scheduled vesting through 2027 incentivize continued tenure; absence of cash bonuses reduces near-term cash retention levers .
- Trading signals: Significant scheduled vesting in 2025–2027 may create supply overhang; realized vesting in 2023–2024 shows meaningful share flow, but no recent Form 4 sale disclosures surfaced in document search .
- Change-in-control: No explicit CTO-specific COC acceleration; CEO has double-trigger; reduces windfall risk but may limit retention incentives in M&A scenarios .
- Governance support: Strong say-on-pay results and independent consultant oversight suggest low compensation-related governance risk .