CEVA Inc. filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits

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2025 Executive Bonus Plan for Chief Executive Officer, Chief Financial Officer and Chief Operating Officer

 

On February 10, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Ceva, Inc. (the “Corporation”) approved a 2025 Executive Bonus Plan (the “2025 Executive Plan”), effective as of January 1, 2025, for Amir Panush, the Corporation’s Chief Executive Officer, Yaniv Arieli, the Corporation’s Chief Financial Officer, and Michael Boukaya, the Corporation’s Chief Operating Officer.

 

The Committee believes that the 2025 Executive Plan is an important part of maintaining the overall competitiveness of the Corporation’s executive compensation program and serves as an effective device to motivate its executive officers to achieve the financial and strategic goals and objectives reflected in the Corporation’s annual operating plan, which are designed to further the creation of long-term stockholder value.

 

Parameters of the 2025 Executive Plan are as follows:

 

 

 

In addition, 5% weighting will be applied for achieving certain internal business metrics, and 15% weighting will be applied at the discretion of the Committee (the “2025 Additional Targets”), the achievement of which will be determined by the Committee in its sole discretion.

 

Under the 2025 Executive Plan, the target annual cash incentive award opportunities for each of Messrs. Panush, Arieli and Boukaya are established as a percentage of each such executive officer's base salary for 2025. The target and maximum award opportunities for Messrs. Panush, Arieli and Boukaya for 2025 are as follows:

 

 

Payment of bonuses (if any) will be made in 2026. Bonuses will be paid in cash in a single lump sum, subject to payroll taxes and tax holdings.

 

Due to their strategic significance, the Corporation believes that the disclosure of the 2025 Revenue Target, 2025 Operating Profit Target and 2025 Additional Targets under the 2025 Executive Plan and, as applicable, the 2025 Incentive Bonus Plan discussed below, would cause future competitive harm to the Corporation and therefore are not disclosed.

 

The above is a description of the 2025 Executive Plan provided pursuant to Paragraph 10(iii) to Item 601 of Regulation S-K, which requires a written description of a compensatory plan when there is no formal document containing the compensation information.

 

2025 Incentive Bonus Plan for Chief Commercial Officer

 

On February 10, 2025, the Committee approved the 2025 Incentive Plan (the “Toquet 2025 Plan”) for Gweltaz Toquet, the Corporation’s Chief Commercial Officer, effective as of January 1, 2025.

 

In accordance with the Toquet 2025 Plan, the first portion of his bonus is based on a formula using the 2025 Revenue Target multiplied by a specified commission rate. With regard to this component, a commission multiplier of 1.0 is applied to the commission rate based on 0% to 100% achievement of the 2025 Revenue Target, and a commission multiplier of 1.5 is applied to the commission rate based on the achievement of the 2025 Revenue Target beyond 100%. Mr. Toquet’s bonus based on the achievement of the 2025 Revenue Target is capped at SEK 2,500,000. Mr. Toquet is also eligible to receive an additional quarterly bonus of $6,000 each if specified quarterly revenue targets based on the 2025 Revenue Target are achieved, to receive an additional strategic account bonus of either $6,000 or $10,000 each time he successfully executes a new intellectual property license agreement meeting an applicable predetermined royalty per chip and deal value, and to receive an additional strategic account bonus of $10,000 if he successfully executes new intellectual property license agreements above a certain predetermined aggregate deal value. The commission-based bonus is payable quarterly based on the criteria discussed above and is subject to any applicable payroll taxes and tax withholdings.

 

Due to their strategic significance, the Corporation believes that the disclosure of the commission rates, quarterly revenue targets, and requisite strategic agreement terms under the Toquet 2025 Plan would cause competitive harm to the Corporation and therefore are not disclosed.

 

The foregoing description of the Toquet 2025 Plan is qualified in its entirety by reference to the complete text of the plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

2025 Equity Award to the Corporation’s Executive Officers

 

On February 10, 2025, the Committee granted 12,691, 15,575, 13,844 and 13,844 time-based restricted stock units (“RSU”), effective as of February 14, 2025, to each of Messrs. Panush, Arieli, Boukaya and Toquet, with the number of RSUs to be determined by dividing the grant value by the closing trading price of the Corporation’s common stock on February 14, 2025 (the “Reference Price”). The RSU awards to each of Messrs. Panush, Arieli, Boukaya and Toquet were made pursuant to the Corporation’s 2011 Equity Incentive Plan (the “2011 Plan”) and are contingent on stockholder approval of the amendments to the 2011 Plan, which amendments will be set forth in the proxy statement for the Corporation’s 2025 Annual Meeting of Stockholders (the “Stockholder Approval”). If Stockholder Approval of the amendments to the 2011 Plan is not obtained, the RSU awards will be canceled.  The RSU awards vest 33.4% on February 14, 2026, 33.3% on February 14, 2027 and 33.3% on February 14, 2028.

 

Also, on February 10, 2025, the Committee granted 19,036, 10,383, 9,229 and 9,229 performance-based stock units (“PSUs”), effective as of February 14, 2025, to each of Messrs. Panush, Arieli, Boukaya and Toquet pursuant to the 2011 Plan (collectively, the “Short-Term Executive PSUs”), with the number of PSUs to be determined by dividing the grant value by the Reference Price, and contingent on the Stockholder Approval. If Stockholder Approval of the amendments to the 2011 Plan is not obtained, the PSU awards will be canceled.  The performance goals for the Short-Term Executive PSUs with specified weighting are as follows:

 

 

Accordingly, assuming maximum achievement of the performance goals set forth above, PSUs representing an additional 100%, meaning an additional 19,036 PSUs would be eligible for vesting of Mr. Panush, and an additional 70%, meaning an additional 7,268, 6,460 and 6,460 PSUs, would be eligible for vesting for each of Messrs. Arieli, Boukaya, and Toquet, respectively.

 

Subject to achievement of the thresholds for the above performance goals for 2025, the Short-Term Executive PSUs vest 33.4% on February 14, 2026, 33.3% on 14, 2027 and 33.3% on February 14, 2028.

 

 

 

On February 11, 2025, the Board, upon recommendation from the Committee following its annual assessment of the Board’s compensation program, approved the following changes to the cash and equity compensation of non-employee directors (as amended, the “Amended and Restated Director Compensation Policy”), which changes adjust the Board’s compensation program to more closely align with the non-employee director compensation practices of the Corporation’s peer group:

 

 

 

Effective January 1, 2025, the annual cash retainer fee for service as: (1) a board member will increase from $40,000 to $45,000; (2) the chair of the Board will increase from an additional $22,500 to $57,500, such that the total cash retainer for the chair of the Board will increase from $62,500 to $102,500; (3) members on each of the Audit Committee, Compensation Committee and Nomination and Corporate Governance Committee will increase from $5,000 to $7,500; and (4) the chair of the Compensation Committee will increase from an additional $5,000 to $7,500, such that the total additional cash retainer for the chair of the Compensation Committee will increase from $10,000 to $15,000, as summarized in the table below:

 

 

 

Effective immediately, the annual equity grant of restricted stock units to continuing non-employee directors will increase from an annualized value of $124,670 to $165,000. The annual equity grant, which has historically been granted on or about July 1 of each year, will be made following a director’s election or re-election to the Board at the Corporation’s annual meeting, and fully vest on the first-year anniversary of the grant date instead of over a two-year period. Any new director on the Board would receive a number of restricted stock units based on the same annualized value with the same vesting schedule.

 

 

(d) Exhibits:

 

 

† Indicates management compensatory plan or arrangement.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.