ceva20230404_def14a.htm

Director
Since

Principal Occupation, Other Business Experience and
Other Directorships During the Past Five Years

Bernadette Andrietti(1)(2)

Ms. Andrietti has enjoyed a successful thirty plus year career with Intel Corporation, holding various executive positions, most recently as Vice President of Sales and Marketing of the EMEA region from March 2013 to October 2019 as well as serving as an industry consultant from November 2019 to February 2023. Ms. Andrietti holds a Baccalaureat Degree in Mathematics and Physics. She also has an engineering degree in MicroElectronics from ESIEE Paris. We believe Ms. Andrietti’s qualifications to sit on our board include her expertise in sales, marketing and brand management relating to the semiconductor and hi technology industries based on her executive sales and marketing roles within Intel Corporation, her experience in fostering and achieving diversity within the corporate environment, and her experience in cybersecurity from her work at Intel Corporation.

Jaclyn Liu

Ms. Liu has served as a member of our board of directors since February 2021. Ms. Liu is a senior Partner at Morrison & Foerster LLP, an international law firm, and has more than 20 years of experience in advising public companies on corporate governance matters, M&A strategies and China matters. She serves as outside general counsel to a number of public companies and provides big‑picture, critical value-adding strategic advice. She formerly served as co-chair of Morrison & Foerster’s Global Corporate Department of over 400 lawyers. Ms. Liu graduated from Harvard Law School. We believe Ms. Liu’s qualifications to sit on our board include her expertise in legal matters, her corporate governance and public company expertise, her extensive M&A expertise and her in-depth knowledge of ESG and cybersecurity matters for public companies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement	☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

CEVA, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials:

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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CEVA, INC.

15245 Shady Grove Road, Suite 400

Rockville, Maryland 20850

Notice of Annual Meeting of Stockholders
to be held on May 23, 2023

To the stockholders of CEVA, Inc.:

The annual meeting of stockholders of CEVA, Inc., a Delaware corporation, will be held on Tuesday, May 23, 2023, at 10:30 a.m., Eastern Time, virtually via the Internet. Stockholders will be able to listen, vote, and submit questions from any remote location that has Internet connectivity via live webcast by logging in at: www.virtualshareholdermeeting.com/CEVA2023. There will be no physical location for stockholders to attend. The purpose of the annual meeting is to consider and vote upon the following matters:

To elect seven directors, as specifically set forth in the attached proxy statement, to serve until the 2024 annual meeting of stockholders or until their successors are elected and qualified;

To approve an amendment and restatement of the 2002 Employee Stock Purchase Plan (the “Purchase Plan”);

To approve an amendment and restatement of the 2011 Equity Incentive Plan (the “2011 Plan”);

Advisory vote to approve named executive officer compensation;

To recommend, in a non-binding vote, whether a non-binding stockholder vote to approve the compensation of the Company’s named executive officers should occur every one, two or three years;

To ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as independent auditors of the company for the fiscal year ending December 31, 2023; and

To transact such other business as may properly come before the annual meeting, including any postponements or adjournments thereof.

Our board of directors presently has no knowledge of any other business to be transacted at the annual meeting.

The foregoing items of business are more fully described in the attached proxy statement.

On or about April 12, 2023, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record on March 27, 2023. The notice will contain instructions on how to vote your shares and how to access an electronic copy of our proxy materials, including this proxy statement and our annual report to stockholders which contains our 2022 consolidated financial statements and other information of interest to you.

Holders of record of our common stock at the close of business on March 27, 2023 are entitled to receive the Notice of Internet Availability of Proxy Materials, this proxy statement and the 2022 annual report and to vote at the annual meeting.

The 2023 annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. We urge you to attend the annual meeting virtually by logging into our live webcast at: www.virtualshareholdermeeting.com/CEVA2023. However, to ensure your representation at the annual meeting, please vote as soon as possible and refer to the specific instructions for voting on the Notice of Internet Availability of Proxy Materials.

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	By order of the board of directors,

	/s/ Amir Panush
	Amir Panush
	Chief Executive Officer

April 12, 2023
Rockville, Maryland

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: The notice, proxy statement and 2022 annual report are available at http://proxyvote.com.

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	Page

PROXY STATEMENT	1
Notice of Internet Availability of Proxy Materials	1
Voting of Proxies	1
Stockholders Entitled to Vote	2
Quorum; Votes Required	2
Expenses of Solicitation	3
Security Ownership of Certain Beneficial Owners and Management	3
Equity Compensation Plan Information	5
PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS	6
CORPORATE GOVERNANCE	10
EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION	24
Compensation Discussion & Analysis	24
Report of the Compensation Committee of the Board of Directors	34
Compensation Tables	34
Nonqualified Deferred Compensation	39
CEO Compensation Pay Ratio	39
Employment Agreements	39
Potential Payments Upon Termination or Change of Control	43
Pay Versus Performance	44
Compensation Committee Interlocks and Insider Participation	50
DIRECTOR COMPENSATION	51
PROPOSAL 2 - APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2002 EMPLOYEE STOCK PURCHASE PLAN	53
PROPOSAL 3 - APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2011 EQUITY INCENTIVE PLAN	57
PROPOSAL 4 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	64
PROPOSAL 5 - ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION	66
PROPOSAL 6 - RATIFICATION OF THE SELECTION OF KOST FORER GABBAY & KASIERER (A MEMBER OF ERNST & YOUNG GLOBAL) AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023	67
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	69
STOCKHOLDER PROPOSALS FOR 2024 ANNUAL MEETING AND NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS	70
HOUSEHOLDING OF PROXY STATEMENT	71
OTHER MATTERS	71

APPENDIX A - CEVA, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED ON MAY 23, 2023)	A-1
APPENDIX B - CEVA, INC. 2011 EQUITY INCENTIVE PLAN (AS AMENDED AND RESTATED ON MAY 23, 2023)	B-1

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CEVA, INC.

Proxy Statement

For the Annual Meeting of Stockholders
to be held on May 23, 2023

This proxy statement is furnished to you in connection with the solicitation of proxies by our board of directors for the annual meeting of stockholders to be held on Tuesday, May 23, 2023, at 10:30 a.m., Eastern Time, virtually via the Internet, including any postponements or adjournments thereof. You will be able to attend the annual meeting, vote, and submit questions via live webcast by logging in at: www.virtualshareholdermeeting.com/CEVA2023. There will be no physical location for stockholders to attend.

A Notice of Internet Availability of Proxy Materials, this proxy statement, any accompanying proxy card or voting instruction form and our 2022 annual report to stockholders will be made available on or about April 12, 2023 to our stockholders of record on March 27, 2023 at http://proxyvote.com. Paper copies of the proxy materials may be obtained by following the instructions on the Notice of Internet Availability of Proxy Materials. The 2022 annual report incorporates our annual report on Form 10-K for 2022, including financial statements and financial statement schedules, but excluding exhibits, as filed with the Securities and Exchange Commission (the “SEC”). We will provide copies of the exhibits to our annual report on Form 10-K upon the written request of any of our stockholders as of the record date for the annual meeting and payment of a fee, which fee shall be limited to our reasonable expenses in providing such exhibits. Please address your request to CEVA, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary. Our annual report on Form 10-K, and the exhibits thereto, as well as our other filings with the SEC may be accessed, free of charge, at our website, www.ceva-dsp.com and on the SEC’s website at www.sec.gov, as soon as practicable after filing. Our website and the information contained therein or connected thereto are not intended to be incorporated into this proxy statement.

Notice of Internet Availability of Proxy Materials

Under rules adopted by the SEC, we may furnish our proxy materials to our stockholders over the Internet, rather than mailing printed copies of those materials to each stockholder. Each stockholder who receives a Notice of Internet Availability of Proxy Materials has the right to vote on all matters presented at the annual meeting. Our stockholders will not receive a printed copy of the proxy materials unless requested. Instead, the Notice of Internet Availability of Proxy Materials will provide instructions as to how a stockholder may access and review a copy of our proxy materials on the Internet, including this proxy statement and our 2022 annual report. Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting, and conserve natural resources. However, if a stockholder would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If a stockholder shares an address with another stockholder and has received only one Notice of Internet Availability of Proxy Materials, such stockholder may write to us at the following address to request a separate copy of these materials at no cost to such stockholder: CEVA, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary. Beneficial owners (i.e. holders of our common stock through a broker dealer, not in their own names) may contact their broker or other nominee to request a separate copy of these materials.

Voting of Proxies

Voting by Proxy Card. All shares entitled to vote and represented by properly executed proxy cards received prior to the annual meeting, and not revoked, will be voted at the annual meeting in accordance with the instructions indicated on those proxy cards.

Voting by Telephone or the Internet. A stockholder may vote his, her or its shares by calling the toll-free number indicated on the Notice of Internet Availability of Proxy Materials and following the recorded instructions or by accessing the website indicated on the Notice of Internet Availability of Proxy Materials and following the instructions provided. When a stockholder votes via the Internet or by telephone, his, her or its vote is recorded immediately. We encourage stockholders to vote using these methods whenever possible.

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Voting by Attending the Meeting. A stockholder of record may vote his, her or its shares at the virtual annual meeting. Stockholders who attend the virtual annual meeting should follow the instructions at www.virtualshareholdermeeting.com/CEVA2023 to vote during the meeting. If your shares are held in “street name” or by a broker or nominee, you should follow the instructions at www.virtualshareholdermeeting.com/CEVA2023 to vote during the meeting.

Revocability of Proxies. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. If the shares of common stock are held in your name, you may revoke your proxy (1) by filing with our Corporate Secretary, before the taking of the vote at the annual meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy relating to the same shares, or (2) by attending the annual meeting and voting at the meeting (although attendance at the annual meeting will not by itself revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the annual meeting. Such written notice of revocation or subsequent proxy card should be sent to CEVA, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary. In light of disruptions caused by the coronavirus, or COVID-19, if you intend to revoke your proxy by providing such a written notice, we advise that you also send a copy via email to ir@ceva-dsp.com. If your shares are held in “street name” or by a broker or nominee, you should follow the directions provided by your broker or nominee regarding how to revoke your proxy.

If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by the board of directors.

If a stockholder indicates on a proxy that the shares should be voted “FOR” approval of any matters presented at the annual meeting, the proxy holders will have discretion to vote the shares on any other matters which are properly presented at the annual meeting for consideration, including a motion to adjourn or postpone the annual meeting to another time or place for the purpose of soliciting additional proxies, unless a stockholder expressly withholds authorization for the proxies to use their discretion. Amir Panush and Yaniv Arieli have been selected as proxy holders by our board of directors and currently serve as our executive officers.

Stockholders Entitled to Vote

Our board of directors has fixed March 27, 2023 as the record date for determination of stockholders entitled to vote at the annual meeting. Only holders of record of our common stock at the close of business on the record date are entitled to notice of and to vote at the annual meeting. On March 27, 2023, there were 23,416,026 shares of our common stock outstanding and entitled to vote. Each share of common stock will have one vote for each matter to be voted upon at the annual meeting.

Quorum; Votes Required

The holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the annual meeting will constitute a quorum for the transaction of business at the annual meeting. Shares of our common stock held by stockholders present in person or represented by proxy, including shares held by stockholders that abstain or do not vote with respect to one or more of the matters presented for stockholder approval, will be counted for purposes of determining whether a quorum is present at the annual meeting. Virtual attendance at our annual meeting constitutes presence in person for purposes of quorum at the meeting. An automated system administered by Broadridge Financial Solutions Inc. will tabulate votes cast by proxy and a representative from Broadridge will act as inspector of elections to tabulate votes cast at the annual meeting.

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Under the General Corporation Law of the State of Delaware, abstentions are included in determining the number of shares voted on the proposals submitted to stockholders (other than the election of directors) and will have the same effect as a “no” vote on such proposals. A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular matter because such broker or nominee does not have the discretionary voting authority to vote the shares for which it is the holder of record with respect to a particular matter at the annual meeting and such broker or nominee has not received voting instructions from the beneficial owner. Broker “non-votes,” and shares as to which proxy authority has been withheld with respect to any matter, are generally not deemed to be entitled to vote for purposes of determining whether stockholders’ approval of that matter has been obtained. If you provide voting instructions, your shares will be voted as you direct. If you do not furnish voting instructions with respect to shares registered in the name of organizations that are not governed by NASDAQ Rule 2251, those shares will not be voted at the meeting because such organizations do not have discretionary voting power. If you do not furnish voting instructions to brokerage firms that are governed by NASDAQ Rule 2251, one of two things can happen, dependent on whether a proposal is “routine.” Under NASDAQ Rule 2251, brokerage firms, banks, broker-dealers and other similar organizations have discretion to cast votes on routine matters, such as the ratification of the appointment of an independent auditor, without voting instructions from their clients. Brokerage firms, banks, broker-dealers and other similar organizations are not permitted, however, to cast votes on “non-routine” matters, such as the election of directors or votes on the compensation of the Company’s named executive officers, without such voting instructions.

With respect to proposal 1 of this proxy statement, in an uncontested election, each director nominee will be elected by a majority of the shares present or represented by proxy and voting at the meeting with respect to his/her election (that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee). Virtual attendance at our annual meeting constitutes presence in person for purposes of the vote required under our bylaws. In an uncontested election, any nominee for director who fails to receive a greater number of votes cast “for” such individual’s election than votes cast “against” such election shall promptly tender his or her resignation to our board of directors following certification of the stockholder vote. The nomination and corporate governance committee of the board will promptly consider the resignation offer and recommend to the board of directors the action to be taken with respect to such offered resignation. The board of directors will consider and act on the nomination and corporate governance committee’s recommendation. Thereafter, the board of directors will disclose promptly its decision whether to accept the director’s resignation and the reasons for the decision, if applicable, in a public filing with the Securities Exchange Commission within 90 days following the date of the certification of the annual meeting election results. Any director tendering a resignation under such circumstances will not participate in the decision-making by the nomination and corporate governance committee or the board of directors regarding whether or not to accept the resignation offer.

With respect to proposals 2, 3 and 6 of this proxy statement, the affirmative vote of a majority of shares of our common stock present or represented and voted at the annual meeting is required for approval. With respect to proposal 4 of this proxy statement, the affirmative vote of a majority of shares of our common stock present or represented and voted at the annual meeting is required for approval, although such vote will not be binding on us. With respect to proposal 5 of this proxy statement, we have determined to view the frequency vote that receives the greatest number of votes cast by the holders of our common stock entitled to vote at the meeting as the advisory vote of stockholders on the frequency of approval of the compensation, although such vote will not be binding on us. Abstentions will have no effect on the outcome of the election of the director nominees and will have the same effect as “no” votes on proposals 2, 3, 4 and 6. Broker “non-votes” will have no effect on any of the proposals. Virtual attendance at our annual meeting constitutes presence in person for purposes of the vote required under our bylaws.

Expenses of Solicitation

We will bear all expenses of this solicitation, including the cost of preparing and mailing this solicitation material. We may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of the company may also solicit proxies by telephone, letter, electronic mail, facsimile or other means of communication. Such directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of March 27, 2023, regarding the beneficial ownership of shares of our common stock by (a) each person or entity known by us to own beneficially more than 5% of the outstanding shares of our common stock, (b) each of our “named executive officers,” as described under the heading “Executive Compensation – Compensation Discussion & Analysis” below, (c) each of our directors and director nominees, and (d) our current directors and executive officers as a group. The address of each of our directors and named executive officers is c/o CEVA, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850.

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Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting power and/or investment power with respect to the shares of common stock. The percentages are based on 23,416,026 shares of our common stock outstanding as of March 27, 2023. Shares of our common stock subject to equity-based awards currently exercisable or exercisable within 60 days of March 27, 2023 are deemed outstanding for purposes of computing the percentage beneficially owned by the person holding the options, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated by footnote, we believe that the persons named in this table, based on information provided by them, have sole voting and investment power with respect to the shares of common stock indicated.

	Shares of Our Common Stock Beneficially Owned		Equity-based Awards Included in Shares of Our Common Stock Beneficially Owned
Name of Beneficial Owner	Number	Percent	Number

BlackRock, Inc. (1)	3,959,938	16.9%	-
The Vanguard Group, Inc. (2)	2,639,558	11.3%	-
Senvest Management, LLC (3)	1,177,226	5.0%	-

*Directors and Named Executive Officers*
Bernadette Andrietti	-	-	-
Jaclyn Liu	7,091	*	-
Maria Marced	11,831	*	-
Peter McManamon	311,916	1.3%	28,000
Sven-Christer Nilsson	29,177	*	-
Louis Silver	108,567	*	78,000
Gideon Wertheizer	128,836	*	-
Yaniv Arieli	60,171	*	-
Issachar Ohana	29,397	*	-
Michael Boukaya	-	-	-
All current directors and executive officers as a group (11 persons)	686,986	2.9%	106,000

	*	Represents less than 1% of the outstanding shares of common stock.

	(1)	BlackRock, Inc. filed a Schedule 13G/A with the Securities and Exchange Commission on January 26, 2023, reporting aggregate beneficial ownership of 3,959,938 shares of our common stock as of December 31, 2022. The information contained in this table is derived from such filing. The address of the reporting person is 55 East 52nd Street, New York, NY 10022.

	(2)	The Vanguard Group, Inc. filed a Schedule 13G/A with the Securities and Exchange Commission on February 9, 2023, reporting aggregate beneficial ownership of 2,639,558 shares of our common stock as of December 30, 2022. The information contained in this table is derived from such filing. The address of the reporting person is 100 Vanguard Blvd., Malvern, PA 19355.

(3)

Senvest Management, LLC filed a Schedule 13G with the Securities and Exchange Commission on January 27, 2023, reporting aggregate beneficial ownership of 1,177,226 shares of our common stock as of January 20, 2023. The information contained in this table is derived from such filing. The address of the reporting person is 540 Madison Avenue, 32nd Floor, New York, NY 10022.

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Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2022.

	Number of shares to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Plan Category
Equity compensation plans approved by security holders
CEVA 2003 Director Stock Option Plan (1)		106,000		$20.24		-
CEVA 2011 Stock Incentive Plan (1)		879,277		-		464,946
CEVA 2002 Employee Stock Purchase Plan		n/a		n/a		89,238
Total		985,277		$2.18		554,184

(1)

As of December 31, 2022, up to an aggregate of 3,949,789 shares of common stock were authorized for grant under the 2011 Plan, plus the additional number of shares that would otherwise return to the Company’s 2002 Stock Incentive Plan (the “2002 Plan”) or the 2003 Director Stock Option Plan as a result of forfeiture, termination or expiration of option and stock appreciation right awards previously granted under the 2002 Plan or 2003 Director Stock Option Plan, as applicable, each of which were rolled over to the 2011 Plan. The only awards outstanding under the 2011 Plan as of December 31, 2022 were restricted stock units (“RSUs”).

In addition to the equity compensation information in the above table, effective February 17, 2023, we granted to Amir Panush, our Chief Executive Officer, 14,541 time-based RSUs, up to 28,354 short-term performance-based stock units (“short-term PSUs”) and 60,587 long-term performance-based stock units (“long-term PSUs”) as an inducement award material to Mr. Panush’ employment pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules on terms substantially similar to those of the 2011 Plan.

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PROPOSAL 1 - ELECTION OF SEVEN DIRECTORS

Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect as directors the seven nominees named below, all of whom are currently directors of CEVA. Each director will be elected to hold office until the 2024 annual meeting of stockholders and until his or her successor is elected and qualified. Each of the nominees has indicated his or her willingness to serve on our board of directors, if elected; however, if any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our board of directors. Our board of directors has no reason to believe that any of the nominees will be unable to serve if elected.

The following table sets forth certain information with respect to our directors as of March 27, 2023.

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Name	Age	Director Since	Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years

Gideon Wertheizer	66	2010	Mr. Wertheizer has served as a member of our board of directors since January 2010. He held the position of our Chief Executive Officer between May 2005 and his retirement in December 2022, and currently serves part-time as Advisor to the CEO. Mr. Wertheizer has 34 years of experience in the semiconductor and Silicon Intellectual Property (SIP) industries. He previously served as our executive vice president and general manager of the DSP business unit. Prior to joining us in November 2002, Mr. Wertheizer held various executive positions at DSP Group, Inc., including such roles as executive vice president - strategic business development, vice president for marketing and vice president of VLSI design. Mr. Wertheizer holds a BsC for electrical engineering from Ben Gurion University in Israel and executive MBA from Bradford University in the United Kingdom. We believe Mr. Wertheizer’s qualifications to sit on our board include his years of executive experience in the high technology and semiconductor industries, as well as his deep understanding of our company, people and products previously acquired as our Chief Executive Officer.

(1)

Member of compensation committee.

(2)

Member of nomination and corporate governance committee.

(3)

Member of audit committee.

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CORPORATE GOVERNANCE

Corporate Governance Overview

Our board of directors is committed to strong and effective corporate governance, and, as a result, it regularly monitors our corporate governance policies and practices to ensure compliance with applicable laws, regulations and rules, as well as best practices.

Our corporate governance program features the following:

●

We have an independent chairman of the board;

●

All of our directors, other than our former CEO, are independent;

●

All of our board members are up for election annually;

●

We have a majority voting standard for the election of directors;

●

We have a board of directors with deep industry expertise;

●

We have enhanced diversity on our board with the appointment of three female directors in the last six years, one of whom is Asian American;

●

We periodically review succession planning for our Chief Executive Officer and other Board members;

●

We have a robust stockholder engagement program;

●

We have no stockholder rights plan in place;

●

Our board committees regularly review and update, as necessary, the committee charters, which clearly establish the roles and responsibilities of each such committee, and such charters are posted on our website for review;

●

Our board generally has an executive session among our non-employee and independent directors after every board meeting;

●

Our board enjoys unrestricted access to the company’s management, employees and professional advisers;

●

We have a code of business conduct and ethics that is reviewed regularly for best practices and is posted on our website for review;

●

We have a clear set of corporate governance guidelines that is reviewed regularly for best practices and is posted on our website for review;

●

We focus on employee engagement and retention;

●

We are committed to corporate and social responsibility;

●

We provide board oversight and leadership on environmental, social and governance issues;

●

We have adopted a sustainability policy covering, data privacy and security, resource conservation and recycling, environmental policy and employees, which is posted on our website for review;

●

We conduct an annual say-on-pay vote;

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●

Our charter documents have no supermajority voting provisions;

●

Our insider trading policy prohibits hedging, pledging or shorting of our stock by all of our employees, including executive officers, and directors;

●

None of our board members is serving on an excessive number of public company boards;

●

We have established stock ownership requirements for our named executive officers and all of our directors to ensure that their interests remain aligned with the interests of the company and our stockholders;

●

There are no family relationships among any of our directors or executive officers;

●

Our board performs an annual self-assessment, led by the chair of the nomination and corporate governance committee, to evaluate its effectiveness in fulfilling its obligations; and

●

Our corporate governance documents do not contain a supermajority standard for the approval of a merger or a business combination, which transaction requires the affirmative vote of a majority of the outstanding shares.

Board Leadership Structure

Our board of directors has a chairman who is a non-employee director. Our chairman is responsible for chairing board meetings and meetings of stockholders, assisting management in setting the agendas for board meetings, providing information to the board members in advance of meetings and between meetings and providing guidance to our Chief Executive Officer on corporate strategies.

The Board’s Role in Risk Oversight

Our board of directors utilizes an enterprise-wide approach to risk management, designed to support the achievement of business objectives, including organizational and strategic objectives, improve long-term organizational performance and enhance stockholder value. The involvement of the full board in setting our business strategy is a key part of its assessment of management’s plans to deal with business risks and determination of what constitutes an appropriate level of risk for the company. While our board has risk oversight responsibility, management is responsible for assessing and managing material risk exposures. Our board’s role in the company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, legal and regulatory, cybersecurity, and strategic and reputational risks. While the full board has the ultimate oversight responsibility for the risk management process, various committees of the board also have responsibility for risk management. For example, financial, legal, IT, cybersecurity and general business risks, including internal controls and oversight of management’s maintenance of the corporate risk register, are overseen by the audit committee. Risks that may be implicated by our executive compensation programs are overseen by the compensation committee and from time to time by the nomination and corporate governance committee. Upon identification of a risk, the assigned board committee or the full board discuss or review risk management and risk mitigation strategies. Additional review or reporting on enterprise risks is conducted as needed or as requested by the board or committee.

Director Independence

Our board of directors has determined that all members of the board, except Mr. Wertheizer, our former CEO who currently serves part-time as Advisor to the CEO, are independent pursuant to the NASDAQ listing rules. In making this determination, our board of directors considered transactions and relationships between each director or his or her immediate family and the company and our subsidiaries, including those reported in the section below captioned, “Transactions with Related Parties.” The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director is independent. As a result of this review, our board affirmatively determined that all of our directors, except Mr. Wertheizer, are independent under the standards set forth by the NASDAQ listing rules.

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Relationships among Directors or Executive Officers

There are no family relationships among any of our directors or executive officers.

Board of Directors Meetings

Our board of directors met seven times during 2022 and acted by written consent three in 2022. All directors attended at least 75% of the meetings of our board of directors. It is the policy of our board that the independent directors shall meet separately with no members of management present in executive sessions on a routine basis, but no less than twice annually, to review and discuss, among other things, the company’s strategy, performance and management effectiveness.

Board Committees

Our board of directors has standing audit, compensation, and nomination and corporate governance committees - each of which operates under a charter that has been approved by the board. Current copies of each of the audit, compensation and nomination and corporate governance committee’s charters are posted on the corporate governance section of our website, www.ceva-dsp.com. Our board also has an ad hoc investment committee.

The primary purpose of the audit committee is to assist the board of directors in fulfilling its responsibility to oversee the accounting and financial reporting processes of CEVA and audits of the financial statements of CEVA. The members of the audit committee are Maria Marced, Sven-Christer Nilsson and Louis Silver. Mr. Silver serves as the chairman of the audit committee. Zvi Limon, who served as director for part of 2022 until his retirement from the board on March 28, 2022, served as a member of the audit committee until his retirement from the board. Eliyahu Ayalon, who served as director for part of 2022 until his retirement from the board on August 12, 2022, served as a member of the audit committee until May 19, 2022, when he was replaced by Maria Marced. Mr. Nilsson has been determined as the audit committee financial expert. The audit committee met six times during 2022. All of the members of the audit committee are independent as defined by the NASDAQ listing standards and as defined under the independence requirements of Rule 10A-3 under the Exchange Act.

The primary purposes of the compensation committee are to discharge the responsibilities of the board of directors relating to compensation of CEVA’s executive officers, to make recommendations with respect to new incentive compensation and equity-based plans and to make recommendations regarding director compensation and administration of CEVA’s equity compensation plans. Effective March 28, 2022, the members of the compensation committee are Bernadette Andrietti, Maria Marced and Lou Silver. Mrs. Marced serves as the chairman of the compensation committee effective from March 28, 2022. Zvi Limon served as a chairman of the compensation committee until his retirement from the board on March 28, 2022. The compensation committee met five times in 2022 and acted by written consent three times in 2022. All of the members of the compensation committee are independent as defined by the NASDAQ listing standards.

The primary purpose of the nomination and corporate governance committee is to recommend to the board of directors the persons to be nominated for election as directors at any meeting of stockholders; develop and recommend to the board of directors a set of corporate governance principles applicable to CEVA and to oversee the evaluation of the board of directors and management. The members of the nomination and corporate governance committee are Sven-Christer Nilsson and Bernadette Andrietti. Mr. Nilsson serves as the chairman of the committee. Jackie Liu served as a member of the nomination and corporate governance committee for part of 2022 until March 9, 2022. The nomination and corporate governance committee met twice in 2022 and acted by written consent twice. All members of the nomination and corporate governance committee are independent, as defined by the NASDAQ listing standards.

Audit Committee

The audit committee’s responsibilities include:

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appointing, approving the compensation of, and assessing the independence of our independent auditor;

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overseeing the work of our independent auditor, including through the receipt and consideration of certain reports from independent auditors;

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reviewing and approving non-audit related services performed by the independent auditor;

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evaluating the performance of and assessing the qualifications of the independent auditors;

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reviewing and discussing with management and the independent auditors our annual and quarterly financial statements and related disclosures;

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monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

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discussing our risk management policies;

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evaluating and monitoring our cybersecurity policies and controls;

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establishing policies regarding hiring employees from the independent auditor and procedures for the receipt and retention of accounting related complaints and concerns;

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meeting independently with our internal auditing staff, independent auditors and management;

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reviewing related-party transactions that would be disclosed pursuant to SEC rules; and

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preparing the audit committee report required by SEC rules.

Audit Committee Financial Expert

Our board of directors has determined that Mr. Nilsson qualifies as an audit committee financial expert, as defined by the applicable rules of the Exchange Act, pursuant to the fact that, among other things, he was the Chief Executive Officer and President of The Ericsson Group, and in those capacities had acquired the relevant experience and expertise and has the attributes set forth in the applicable rules as being required for an audit committee financial expert. Furthermore, each member of our audit committee has demonstrated that he is capable of (i) understanding generally accepted accounting principles (“GAAP”) and financial statements, (ii) assessing the general application of GAAP principles in connection with the accounting for estimates, accruals and reserves, (iii) analyzing and evaluating financial statements, (iv) understanding internal controls and procedures for financial reporting, and (v) understanding audit committee functions.

Compensation Committee

The compensation committee’s responsibilities include:

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determining the compensation of the executive officers, including the Chief Executive Officer;

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reviewing and making recommendations to the board with respect to our cash and equity incentive plans;

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reviewing and making recommendations to the board with respect to director compensation; and

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administering CEVA’s equity incentive plans.

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Nomination and Corporate Governance Committee

The nomination and corporate governance committee’s responsibilities include identifying individuals qualified to become board members and recommending to the board the persons to be nominated for election as directors and to each of the board’s committees. The committee assists the board in all matters relating to the establishment, implementation and monitoring of policies and processes regarding the recruitment and nomination of candidates to the board and committees of the board, and the development, evaluation and monitoring of our corporate governance processes and principles. The committee also is responsible for developing, implementing and monitoring compliance of our code of business conduct and ethics, and corporate guidelines and making recommendations to the board of revisions to the code and the guidelines from time to time as appropriate, as well as providing guidance to the board and management regarding CEVA’s policies and practices relating to environmental, social and governance matters and other relevant sustainability matters.

Director Annual Evaluation

It is important to the company that the board and its committees are performing effectively and in the best interest of the company and its stockholders. The board performs an annual self-assessment, led by the chair of the nomination and corporate governance committee, to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of other directors. The chair of the nomination and corporate governance committee then follows up on this feedback and takes such further action as he deems appropriate.

Director Candidates

The process to be followed by the nomination and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and the board.

In considering whether to recommend any particular candidate for inclusion in our board’s slate of recommended director nominees, the nomination and corporate governance committee only considers candidates who have demonstrated executive experience, have experience in an applicable industry, or significant high level experience in accounting, legal or an applicable technical field. Other criteria will include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diversity, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The committee will not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

The nomination and corporate governance committee has adopted a policy of accepting recommendations from stockholders for consideration as potential director candidates. Stockholders who wish to submit a recommendation for potential director candidate for consideration should follow the procedures set forth under “Stockholder Proposals for 2024 annual meeting and Nominations of Persons for Election to the Board of Directors.” Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy materials for the next annual meeting.

Stockholders also have the right under our by-laws to directly nominate director candidates, without any action or recommendation on the part of the nomination and corporate governance committee or the board, by following the procedures set forth under “Stockholder Proposals for 2024 annual meeting and Nominations of Persons for Election to the Board of Directors.”

We have not received a director nominee recommendation from any stockholder (or group of stockholders) that beneficially owns more than five percent of our common stock.

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Director Diversity

Our board of directors is committed to actively seek women and minority director candidates for consideration. Approximately 43% of our board are comprised of women. Our board values diversity and diversity is one of the factors considered by our nomination and corporate governance committee in the director identification and nomination process. The nomination and corporate governance committee seeks to have a slate of candidates for election that represents a diverse set of views, experiences, professions, education, skills, geographic representation and backgrounds.

The following table sets forth certain diversity statistics as self-reported by the current members of our board of directors.

Board Diversity Matrix (As of March 27, 2023)
Total Number of Directors	7
	Female	Male	Non- Binary	Gender Undisclosed
Part I: Gender Identity
Directors	3	4	-	-
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	1	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	2	4	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	-

Leadership Succession

Our board of directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. As part of our board’s succession planning, the nomination and corporate governance committee and our board regularly review the composition of the board and assess the balance of knowledge, experience, skills, expertise, tenure and diversity that is appropriate for the board and the company. In that regard, we added Ms. Andrietti to our board in 2019 and Ms. Liu in 2021, and three long-tenured directors retired recently, Mr. Bruce Mann in February 2021, Mr. Zvi Limon in March 2022 and Mr. Eliyahu Ayalon in August 2022.

Our board of directors also plans for succession to the position of Chief Executive Officer. To assist the board with its review, our Chief Executive Officer periodically provides the board with an assessment of senior executives and their potential to succeed to the position of Chief Executive Officer.

After notification of Mr. Wertheizer’s desire to retire from his position as Chief Executive Officer, our nomination and corporate governance committee conducted an extensive search to find a successor, which included a review of both external and internal candidates. We selected Amir Panush to succeed Mr. Wertheizer effective January 1, 2023. Mr. Panush previously served as the CEO and General Manager of TDK Corporation’s MEMS Sensors Business Group, and he has an excellent track record of leadership at large technology companies, strong relationships within the industry, and many intersections with CEVA’s target markets. Furthermore, in connection to Mr. Wertheizer’s retirement, we negotiated the terms of his retirement and entered into a consulting agreement with Mr. Wertheizer to provide support services for the transition.

Our Chief Executive Officer also provides the board with an assessment of potential successors to key positions. In addition, Dana Maor Megiddo, a seasoned human resources executive with years of experience joined the company in 2020, as VP People and is helping to reshape the company’s processes for promotion of its employees, workforce training and the identification of the next generation of leaderships within the company. Furthermore, through invitation to its meetings and access to key employees, our board of directors has the opportunity to meet with leaders of our company and conduct its own analysis of the company’s culture and employees.

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Board Tenure

Our board of directors recognizes that its current members have served on the board of directors for various tenures, with the shortest tenure being just over two years, but with few other directors serving for 10 years or more. Our board of directors believes that the board represents a balance of industry, technical and financial experiences, which provide effective guidance and oversight to management. Our governance policies reflect our belief that directors should not be subject to term limits. While term limits could facilitate fresh ideas and viewpoints being consistently brought to the board, we believe they are counterbalanced by the disadvantage of causing the loss of a director who over a period of time has developed insight into our strategies, operations, and risks and continues to provide valuable contributions to board deliberations. Nonetheless, we have heard our stockholders’ desire for board refreshment. Our board of directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. Our nomination and corporate governance committee assesses the continuing independence of long-tenured directors from management as part of its determination on whether to nominate an incumbent director for re-election. In addition to the retirements of Mr. Mann in 2021, Mr. Limon in March 2022 and Mr. Ayalon in August 2022 we have undertaken various steps to augment our current board tenure, including the appointment of Ms. Andrietti to our board in 2019 and Ms. Liu in 2021. We will continue to monitor board tenure and consider changes as appropriate.

Stockholder Engagement

Our board of directors and management focus on creating long-term, sustainable stockholder value. Key to this goal is stockholder engagement at conferences and in one-on-one meetings to discuss our financial performance, corporate governance practices, executive compensation programs and other matters. Our conversations with stockholders allow us to better understand our stockholders’ perspectives and provide us with useful feedback to calibrate our priorities.

Since 2019, we have generally undertaken a comprehensive, annual stockholder engagement process to gain insights into our stockholders’ concerns and identify areas for improvement within our executive compensation program and corporate governance matters generally. In accordance with the importance that our board of directors places on stockholder engagement, the chair of our board of directors, Peter McManamon, conducts the stockholder outreach with assistance from management. In November and December 2021, our chairman reached out to our 14 largest stockholders (who at the time owned approximately 52% of our issued and outstanding common stock) in a letter summarizing recent developments of the company and offered to listen to their perspectives and concerns, if any, in follow-up, individualized engagements. Stockholders, who at the time owned approximately 12% of our issued and outstanding common stock responded to Mr. McManamon’s letter. In 2022, we took a different approach to our engagement process given the changes to our management announced during the fourth quarter. Instead, we attended a number of investment bank-sponsored conferences and conducted one-on-one calls with both current shareholders and potential new investors. In this respect, we directly engaged with 11 of our largest 20 shareholders during 2022 (who as of December 31, 2022 owned approximately 34% of our issued and outstanding common stock).

We welcome the feedback we received during our engagement with our stockholders. The table below describes what we have heard from our stockholders in recent years and how we have implemented improvements to address our stockholders’ feedback.

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*What We Heard*	*How We Responded*
Long-term incentive awards should be more performance-based.	Starting from 2020, a substantial amount of the equity compensation for our Chief Executive Officer, and all of the equity compensation for our other executive officers, has been in the form of performance-based stock units. Moreover, in 2020, a group of key employees were granted equity compensation with vesting subject to performance-based metrics. Furthermore, in February 2023, we granted long-term performance-based stock units to each of Messrs. Panush, Arieli, Boukaya, and Toquet with vesting subject to performance-based metrics.
We should consider board tenure.	Our board of directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. In addition to the appointment of Ms. Andrietti to our board in 2019, we added Ms. Liu to our board in 2021. In February 2021, March 2022 and August 2022, three long-tenured board members retired, Mr. Mann, Mr. Limon and Mr. Ayalon, respectively. We are considering undertaking additional steps to augment our current board composition in consideration of our current board tenure. We added Ms. Andrietti to our board in 2019 in consideration of her expertise in sales, marketing and brand management relating to the semiconductor and hi technology industries, and her experience in fostering and achieving diversity within the corporate environment. We added Ms. Liu to our board in 2021 in consideration of her expertise in corporate governance, M&A and ESG matters for public companies.
Consider ESG matters that are material to our business.	Our nomination and corporate governance committee is responsible for board oversight and leadership on environmental, social and governance issues. We also set up a taskforce within the company to oversee the creation of an ESG framework. We distilled our viewpoint and commitment to being a responsible corporate citizen in advancing environmental, social and governance initiatives in our sustainable policy, which is posted on the company section of our web site at www.ceva-dsp.com/sustainability. We have focused on corporate governance and human capital management as two priorities within ESG.
We should focus on workforce engagement and retention matters that are material to our business.	Dana Maor Megiddo, a seasoned human resources executive with years of experience, joined the company in 2020. Since then, she has focused on improving employee engagement, compensation and benefits, while increasing soft skills training for managers, for better performance reviews, retention and ability to hire in a very competitive market. Furthermore, until the end of 2021, Ms. Andrietti served on the board of Cercle InterElles association, a leadership network of 15 companies in the technology and science fields dedicated to closing the gender gap in these fields and to promoting women leadership. Her expertise in this area provides guidance to management on promotion of diversity in the workforce.

Communicating with the Independent Directors by Stockholders

The board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The chairman of the nomination and corporate governance committee, with the assistance of our corporate secretary, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the nomination and corporate governance committee or the corporate secretary considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

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Stockholders who wish to send communications on any topic to the board should address such communications to Board of Directors c/o Corporate Secretary, CEVA, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850.

Prohibition on Pledging and Hedging of Company Securities

Pursuant to our insider trading policy, all employees of the company, including executive officers, as well as directors, are prohibited from engaging in short-term or speculative securities transactions with respect to our common stock, such as short sales, puts, calls and other exchange-traded derivatives. Since the inception of the policy, no director or executive officer has pledged or hedged any company shares. Nonetheless, in 2020, the board of directors enhanced the policy to eliminate the availability of any waiver for pledging or hedging by directors and employees, including executive officers.

Code of Business Conduct and Ethics

Our board of directors adopted a code of business conduct and ethics. This code applies to all of our employees and is posted on the corporate governance section of our website at www.ceva-dsp.com. The code satisfies the requirements under the Sarbanes-Oxley Act of 2002, NASDAQ rules applicable to issuers listed on the NASDAQ Market and the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). The code, among other things, addresses issues relating to conflicts of interests, including internal reporting of violations and disclosures, and compliance with applicable laws, rules and regulations. The purpose of the code is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that our business is conducted in a legal and ethical manner. Any waivers to the code with respect to our executive officers and directors may be granted only by the audit committee. Any waivers to the code with respect to the remainder of the employees may be granted by the compliance officer, which is currently our Chief Financial Officer. Any waivers to the code and any amendments to the code applicable to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller or persons performing similar functions, will be posted on our website.

Our audit committee has also established procedures for (a) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, as well as any other complaints, and (b) the confidential, anonymous submission via a third party vendor by our employees of concerns regarding questionable accounting or auditing matters, as well as any other complaints.

Environmental, Social and Governance (ESG)

We are committed to being a responsible corporate citizen in advancing environmental, social and governance initiatives. We recognize that certain ESG issues can have real financial impact over the long-term. This is why we are proactively working to better understand and manage ESG risks and opportunities that are relevant to our business. In that regard, our board of directors determined that the management and oversight of ESG matters are critical responsibilities of the board, has undergone training on the latest activities in ESG to set the tone for improvements within our company, and has delegated to the nominations and governance committee responsibility to oversee our ESG efforts and commitments. Using the technology and communication sector (semiconductor industry) standards issued by the Sustainability Accounting Standards Board as a guidepost, our ESG framework addresses environmental controls, resource conservation and recycling, employee engagement, diversity and inclusion, employee health and safety, corporate governance and business ethics.

Environmental

We operate environmentally responsible practices within our business, recognizing our responsibility to our customers, stockholders, suppliers, employees and society at large. We are committed to protecting the environment and to operate our business sustainably. We strive to comply with regulatory and industry standards at all of our locations of business and expect all of our employees, vendors and visitors to act in an environmentally responsible manner and reduce carbon footprint. We recognize that this is a constant commitment and we endeavor to improve our operations through constant assessment with the goal of environmental sustainability in mind.

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By the very nature of our business as an IP developer and licensor of low-power signal processing technologies, our operations have a lower impact on the environment than traditional semiconductor businesses. We do not manufacture any products or purchase harmful chemicals that might have a negative impact on the environment, such as ozone-depleting chemicals (ODCs). Instead, we provide our customers with the blueprints required to develop chips that are smaller, cheaper, require less power (in some cases battery-free and even energy-harvesting) and have a positive impact on the wider environment. In fact, our technologies are energy-saving by design, always seeking to be lower power than the existing or alternative solutions in the market.

Nevertheless, we recognize that our operations do have an impact on the environment through our energy consumption and general day-to-day office operations which generate waste and require water. We will continue to measure and endeavor to reduce our energy usage per capita at each of our sites and eliminate wasteful practices wherever possible.

The tenets of our environmental initiative are:

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People: Promoting a people-first culture and sustaining an employee culture that embraces environmental stewardship, including educating our employees on sustainability at home, work and in the community at large.

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Environmental controls: Reducing energy usage and carbon footprint, and minimizing our impact on the environment, including, even prior to the COVID-19 pandemic, implementation of systems and processes to enable our employees to work from home, company-wide adoption of video conferencing and a dedicated VPN for our R&D engineers to streamline collaboration efforts, as well as the promotion of video conferencing for our sales and marketing teams to connect with customers where possible, thereby reducing customer-related travel.

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Resource conservation measures: Eliminating wasteful practices wherever possible, including retrofitting our office spaces for energy efficiency and water conservation, using energy saving lighting and establishing other energy reduction programs and projects. As an example, over the last few years, we have changed all our office lighting to energy efficient LED bulbs and have seen significant energy savings and improvement in lighting quality in our employees’ workspaces.

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Recycling: Promoting and managing recycling programs to reduce waste. For example, our IT teams in all our offices worldwide recycle unwanted electronic goods as required, using specialized local recycling companies in each region. Furthermore, in some locations, we employ initiatives to recycle electronics in novel ways, as well as paper, plastic bottles and cans. In our Israel office, for example, once a year, we invite our employees to take home any old IT equipment for their personal use, reducing their need to buy similar equipment for their homes, and we also donate some of this equipment to the needy.

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Energy-efficient technology: Our products are designed for low power consumption. We set and track targets for energy consumption for each of our hardware and software technologies.

Social (Human Capital Management)

Our social commitment is reflected through our employees and our corporate culture. Our organization’s culture can be described as an open, interactive and team oriented work philosophy where everyone’s contribution is welcome and valued. We recognize that our employees are vital to the company success and we openly encourage our employees to develop their skills while working with the company. We endeavor to create a culture of innovation and inspiration where employees feel a strong sense of community and collective pride in the company’s success through policies that promote employee well-being, encourage employee health and fitness, and promote personal and career development.

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We have three main company values and these were developed to help us deliver commitments made to employees and customers:

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Respect for the individual: This means treating everyone with dignity and as individuals. Having an open atmosphere where communication gives everybody the opportunity to contribute. Ensuring all employees commit to the company policy on equality. We strive to advance diversity and inclusion through various talent acquisition programs to attract, retain and develop a diverse, highly skilled work force. We are also committed to a respectful work environment free of physical and verbal harassment. We work to minimize the risks associated with the tasks our employees perform, and we take our responsibility for our employees’ health and safety very seriously.

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Ethics and professionalism: This means committing to an environment of trust and honesty. Ensuring our employees act with integrity in all aspects of business, understand company policies and procedures, and respect the values and culture of our diverse workforce.

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Business and customer focus: Our engineering teams strive to achieve the highest quality designs and support success for themselves, the company as a whole and our customers. This success translates into technology leadership, employee satisfaction and business achievements, together with our customers.

Particularly, we are committed to equal opportunity and strive to reflect the diversity of the communities where we do business. We invest in building diverse talent pools and providing training to improve skill levels, where appropriate. We prohibit discrimination based on race, color, national origin, religion, religious creed, ancestry, sex, gender, gender identity, gender expression, sexual orientation, age, marital status, mental and/or physical disability, medical condition as defined by applicable law, military service or veteran status, genetic information, pregnancy, childbirth and related medical conditions, or any other category protected by applicable law. The electronic engineering sector in general performs poorly in terms of gender diversity. At CEVA, we are actively trying to improve gender diversity, both at Board level and within the workforce. Female representation on our board of directors is 42.9% (3 out of 7 directors), and female representation in our workforce overall is 26% as of December 31, 2022 (126 out of 487 employees). Our percentages for new women hires are similar, with women constituting 27% of new hires in 2022 compared to 38% in 2021 (which, for 2021, excludes the May 2021 acquisition of the Intrinsix team). We are committed to continuing to raise awareness amongst women, both inside and outside the company, about the exciting opportunities available to them at CEVA and to encourage them to embark on a career with us.

Our human capital successes are evident in the number and quality of hires we have made. Reinforcement of the culture we are building comes through engagement with our employees, the reward principles we apply to compensation and promotion decisions and through our various talent development initiatives. Our board of directors is actively engaged in human capital management. Our board periodically reviews management succession plans. More broadly, the board is regularly updated and consulted on key talent hires, as well as the company’s human capital strategy. This strategy is continuously refined based on business drivers and the overall environment for talent.

Governance

With respect to corporate governance, as noted in this proxy statement, our board of directors is composed of all independent directors except for Mr. Wertheizer, our former Chief Executive Officer. We have annual director election based on a majority voting standard. We have director and executive officer stock ownership requirement and a prohibition on pledging and hedging of our stock. Our board has executive sessions generally after all board meetings and our nomination and corporate governance committee conducts annual board evaluations. We have various stockholder protections, including voting rights for all shares, no poison pill and no supermajority voting provisions. Finally, we have a culture of high integrity and business ethics which starts with our code of conduct and business ethics. We have procedures to address compliance and ensure awareness of our policies and expectations for ethical behavior. We conduct quarterly communication meetings on a world-wide basis to update all employees on our financial, business and technology achievements and reinforce our corporate goals and values. See additional details about our corporate governance policies under the section titled “Corporate Governance Overview” as illustration of our board’s commitment to strong and effective corporate governance.

Our sustainable policy, which reflects our core values, is posted on the company section of our web site at www.ceva-dsp.com/sustainability.

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Workforce and COVID-19

Our commitment to our employees and our organization’s culture became ever more important as we responded to the challenges of the COVID-19 pandemic. Like many companies around the world, we facilitated the majority of our employees to work from home and have since adopted a hybrid model that provides flexibility to each employee’s circumstances. At CEVA, we recognize all of our employees’ needs and concerns, and have adopted flexible working arrangements to ensure they remain in good health and secure in the knowledge that they have the full support of the company and its resources. We arranged for technical support and various office supplies to be delivered to employees to enable the best work-from-home environment to ensure productivity and wellbeing. We use a range of technologies, including Zoom and Microsoft Teams, to communicate with our employees, conduct welfare activities, provide online training and recruit new employees to CEVA. Through the hard work and dedication of our employees, our business has gone from strength to strength during this uncertain period.

Cybersecurity and Data Protection

We take various measures to ensure the integrity of our systems, including implementation of security controls and regular training of our employees with respect to measures we can take to enable us to thwart cybersecurity attacks. While the full board has the ultimate oversight responsibility, our audit committee review the risk management processes relating to cybersecurity on a regular basis. Further, all of our employees are trained at least annually on our information security procedures.

Director Attendance at Stockholder Meetings

We have adopted a guideline providing that, in light of the geographic dispersion of our directors, the directors’ attendance at the annual meeting of stockholders is encouraged but not required. Our 2022 annual meeting of stockholders was conducted virtually due to COVID-19 travel restrictions and safety of the board members and management, and was attended by all directors.

Transactions with Related Parties

One of our directors, Jaclyn Liu, is a senior partner of Morrison & Foerster LLP, our outside legal counsel. Aggregate fees paid to Morrison & Foerster LLP for the year ended December 31, 2022 were approximately $0.5 million.

We have entered into indemnification agreements with each of our directors and executive officers. Such agreements require us to indemnify such individuals to the fullest extent permitted by Delaware law.

Review, Approval or Ratification of Transactions with Related Persons

We have adopted a written policy regarding related person transactions which is incorporated in the charter of the audit committee. Pursuant to this policy, our audit committee must review and approve any such transactions. There were no related party transactions in 2022.

Legal Proceedings

To our knowledge, no material proceedings exist to which any director, officer or affiliate of CEVA, any owner of record or beneficially of more than 5% of any class of voting securities of CEVA, or any associate of any such director, officer, affiliate of CEVA, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

No Supermajority Vote on Approval of Mergers or Other Business Combinations

Our corporate governance documents do not contain a supermajority standard for the approval of a merger or a business combination. Such transactions require the affirmative vote of a majority of the outstanding shares.

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Corporate Governance Guidelines

Our board of directors adopted a set of corpora

SEC Form DEF 14A filed by CEVA Inc.