ceva20240401_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 2024. Ms. Andrietti holds a Baccalaureate Degree in Mathematics and Physics. She also has an engineering degree in Micro Electronics and Telecommunications 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 25 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 21, 2024

To the stockholders of Ceva, Inc.:

The annual meeting of stockholders of Ceva, Inc., a Delaware corporation, will be held on Tuesday, May 21, 2024, 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/CEVA2024. 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:

1.	To elect seven directors, as specifically set forth in the attached proxy statement, to serve until the 2025 annual meeting of stockholders or until their successors are elected and qualified;

2.	Advisory vote to approve named executive officer compensation;

3.	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, 2024; and

4.	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 10, 2024, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record on March 25, 2024. 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 2023 consolidated financial statements and other information of interest to you.

Holders of record of our common stock at the close of business on March 25, 2024 are entitled to receive the Notice of Internet Availability of Proxy Materials, this proxy statement and the 2023 annual report and to vote at the annual meeting.

The 2024 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/CEVA2024. 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.

	By order of the board of directors,

	/s/ Amir Panush
	Amir Panush
	Chief Executive Officer

April 10, 2024
Rockville, Maryland

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: The notice, proxy statement and 2023 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	24
EXECUTIVE COMPENSATION	25
Compensation Discussion & Analysis	25
Report of the Compensation Committee of the Board of Directors	37
Compensation Tables	38
Nonqualified Deferred Compensation	42
CEO Compensation Pay Ratio	42
Employment Agreements	43
Potential Payments Upon Termination or Change of Control	44
Pay Versus Performance	45
Compensation Committee Interlocks and Insider Participation	51
DIRECTOR COMPENSATION	52
PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	55
PROPOSAL 3 - 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, 2024	57
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	59
STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING AND NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS	60
HOUSEHOLDING OF PROXY STATEMENT	60
OTHER MATTERS	60

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CEVA, INC.

Proxy Statement

For the Annual Meeting of Stockholders
to be held on May 21, 2024

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 21, 2024, 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/CEVA2024. 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 2023 annual report to stockholders will be made available on or about April 10, 2024 to our stockholders of record on March 25, 2024 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 2023 annual report incorporates our annual report on Form 10-K for 2023, 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-ip.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 2023 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/CEVA2024 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/CEVA2024 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. 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, and Mr. Panush is also a member of our board of directors.

Stockholders Entitled to Vote

Our board of directors has fixed March 25, 2024 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 25, 2024, there were 23,581,522 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.

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.

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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 proposal 2 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 3 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. 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 and 3. 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 25, 2024, 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 23,581,522 shares of our common stock outstanding as of March 25, 2024. Shares of our common stock subject to equity-based awards currently exercisable or exercisable within 60 days of March 25, 2024 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)		4,118,673		17.5%		-
The Vanguard Group, Inc. (2)		2,906,373		12.3%		-
Senvest Management, LLC (3)		1,894,223		8.0%		-
State Street Corporation (4)		1,229,274		5.2%		-

*Directors and Named Executive Officers*
Bernadette Andrietti		3,233		*		-
Jaclyn Liu		11,724		*		-
Maria Marced		15,064		*		-
Peter McManamon		315,149		1.3%		28,000
Sven-Christer Nilsson		32,410		*		-
Louis Silver		72,800		*		39,000
Amir Panush		21,628		*		-
Yaniv Arieli		69,562		*		-
Gweltaz Toquet		4,924		*		-
Michael Boukaya		8,126		*		-
All current directors and executive officers as a group (10 persons)		554,620		2.4%		67,000

*	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 19, 2024, reporting aggregate beneficial ownership of 4,118,673 shares of our common stock as of December 31, 2023. The information contained in this table is derived from such filing. The address of the reporting person is 50 Hudson Yards, New York, NY 10001.

(2)	The Vanguard Group, Inc. filed a Schedule 13G/A with the Securities and Exchange Commission on February 13, 2024, reporting aggregate beneficial ownership of 2,906,373 shares of our common stock as of December 29, 2023. 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/A with the Securities and Exchange Commission on February 9, 2024, reporting aggregate beneficial ownership of 1,894,223 shares of our common stock as of December 31, 2023. The information contained in this table is derived from such filing. The address of the reporting person is 540 Madison Avenue, 32^nd floor, New York, NY 10022.

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(4)

State Street Corporation filed a Schedule 13G with the Securities and Exchange Commission on January 24, 2024, reporting aggregate beneficial ownership of 1,229,274 shares of our common stock as of December 31, 2023. The information contained in this table is derived from such filing. The address of the reporting person is 1 Congress Street, Suite 1, Boston, MA 02114.

Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2023.

	Number of shares to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights (1)		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 (2)		80,000		$20.53		-
Ceva 2011 Stock Incentive Plan (2)		1,197,694		$21.62		952,259
Ceva 2002 Employee Stock Purchase Plan		n/a		n/a		355,300
Ceva 2023 Employment Inducement Grant (3)		103,482		n/a		-
Total		1,381,176		$1.49		1,307,559

(1)	Reflects weighted average exercise price of outstanding options only.

(2)	As of December 31, 2023, up to an aggregate of 4,350,000 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. As of December 23, 2023, 1,187,269 of the outstanding awards under the 2011 Plan were restricted stock units (“RSUs”) and 19,425 were options.

(3)	On February 14, 2023, the compensation committee granted to Mr. Panush (i) 14,541 RSUs (ii) up to 28,354 short-term performance-based stock units (“PSUs”) and (iii) 60,587 long-term PSUs, effective as of February 17, 2023, pursuant to an inducement award in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules granted on terms substantially similar to those of the Ceva 2011 Stock Incentive Plan (the “2023 Employment Inducement Grant”). Since the Company did not achieve any of the 2023 performance goals for the Short-Term Executive PSUs, all the 28,354 short-term PSUs were cancelled after December 31, 2023.

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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 nominees to serve as directors as of March 25, 2024.

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Name

Age

Director
Since

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

Louis

Silver(1)(3)

2002

Mr. Silver has served as a member of our board of directors since April 2002. He is currently a corporate advisor and serves as Managing Director of Alba Capital S. A. and Wicklow Corp., private holding investment companies. From April 2005 until April 2015, Mr. Silver was a principal at RP Capital Group, an alternative investment firm focused on investment opportunities in EMEA. Mr. Silver serves on the board of a number of private companies, was a director of DSP Group, a former NASDAQ-listed company, until May 2012, and director of Scopus Video Networks Ltd., a former NASDAQ-listed company, until December 2008. We believe Mr. Silver’s qualifications to sit on our board include his corporate legal experience which can assist the board in fulfilling its oversight responsibilities regarding legal and regulatory compliance, his years of experience providing strategic and investment advisory services to companies and his public company experience which allows him to understand the dynamics of the board overseeing an ever-changing mix of strategic, operational and compliance-related matters.

(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 current and 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 seven 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 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 before and/or 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 maintain an anonymous whistleblower hotline accessible on our website;

●	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;

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●	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;

●	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;

●	We have adopted a compensation recoupment policy applicable to our executive officers;

●	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. Our Chief Executive Officer joined as a member of our board in March 2024. Our Chief Executive Officer is responsible for implementing the strategic direction of the company and the day-to-day leadership and performance of the company. Our board of directors unanimously appointed our Chief Executive Officer to the board in consideration of the insights he brings to the board in light of his day-to-day leadership of the company and intimate knowledge of our business, operations, technology and sale channels.

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.

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Director Independence

Our board of directors has determined that all members of the board, except Mr. Panush, our current 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. Panush, are independent under the standards set forth by the NASDAQ listing rules.

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 five times during 2023 and acted by written consent three times in 2023. 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-ip.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. Mr. Nilsson has been determined as the audit committee financial expert. The audit committee met six times during 2023 and acted by written consent once in 2023. 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 Securities Exchange Act of 1934 (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 Louis Silver. Mrs. Marced serves as the chairman of the compensation committee effective from March 28, 2022. The compensation committee met three times in 2023 and acted by written consent three times in 2023. 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. The nomination and corporate governance committee met three times in 2023 and acted by written consent once in 2023. All members of the nomination and corporate governance committee are independent, as defined by the NASDAQ listing standards.

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Audit Committee

The audit committee’s responsibilities include:

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

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

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

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

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

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

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

●	discussing our risk management policies;

●	evaluating and monitoring our cybersecurity policies and controls;

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

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

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

●	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 their capability 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.

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Compensation Committee

The compensation committee’s responsibilities include:

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

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

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

●	reviewing and making recommendations to the board with respect to clawback policies; and

●	administering Ceva’s equity incentive plans.

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 2025 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.

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Stockholders also have the right under our bylaws 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 2025 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.

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 25, 2024)
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, Ms. Liu in 2021 and Mr. Panush in 2024, and four long-tenured directors retired or resigned since 2019 including Mr. Bruce Mann in February 2021, Mr. Zvi Limon in March 2022, Mr. Eliyahu Ayalon in August 2022 and Mr. Gideon Wertheizer in April 2024.

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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.

In 2022, 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.

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, other than for Mr. Panush, who was appointed in 2024, being just over three years, but with a 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 or resignations of Mr. Mann in 2021, Mr. Limon in March 2022, Mr. Ayalon in August 2022 and Mr. Wertheizer in April 2024, we have undertaken various steps to augment our current board tenure, including the appointment of Ms. Andrietti to our board in 2019, Ms. Liu in 2021 and Mr. Panush in 2024. 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.

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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. During 2023, given the changes to our management, we focused our stockholder engagement on attending a number of investment bank-sponsored conferences and conducting one-on-one calls with both current shareholders and potential new investors, as well as holding our first investor and analyst day since 2019 on December 6, 2023, where we shared our vision and strategy for the company, our refreshed brand and our long-term financial model as part of our continued focus on stockholder engagement. In March 2024, we returned to our standard practices for stockholder engagement, with our chairman reaching out to 14 of our largest stockholders (who at the time owned approximately 63% of our issued and outstanding shares of common stock) in a letter summarizing recent developments of the company and offering to listen to their perspectives and concerns, if any, in follow-up, individualized engagements. Stockholders who at the time owned approximately 22% of our issued and outstanding common stock responded to Mr. McManamon’s letter.

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*
Incentive awards should be more performance-based.	Starting from 2020, a substantial amount of the equity compensation for our executive officers has been in the form of short-term restricted stock units with vesting subject to performance-based metrics, half of which have tied to total shareholder return relative to selected stock indices. 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 covering the three year period from 2023 to 2025.
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, and Mr. Panush to our board in 2024. 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. We added Mr. Panush to our board in 2024 in consideration of his expertise in corporate development and strategy based on his extensive leadership experiences in the semiconductor industry as well as his business insight gained in his role as our current Chief Executive Officer.
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-ip.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.

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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.

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.

Compensation Recoupment Policy

Effective November 7, 2023, our board of directors adopted a compensation recoupment policy (the “clawback policy”) as required by Rule 10D-1 under the Exchange Act and the corresponding NASDAQ listing standards. In the event the company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, the clawback policy requires the company to recover erroneously awarded compensation that is granted, earned or vested based in whole or in part upon the attainment of a financial reporting measure and that is received by our current and former executive officers (as defined in Rule 10D-1) during the three fiscal years preceding the date that the company is required to prepare the accounting restatement. The amount recoverable is the compensation paid or payable in excess of the amount that would have been paid or payable based on the restated financial results.

In addition, as a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results due to our material noncompliance, as a result of misconduct, with any financial reporting requirements under the federal securities laws, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they receive.

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-ip.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.

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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.

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:

●	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.

●

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.

●	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.

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.

●	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 37.5% (3 out of 8 directors), and female representation in our workforce overall is 25% as of December 31, 2023 (108 out of 424 employees). Our percentages for new women hires are similar, with women constituting 27% of new hires in 2022 and 19% of new hires in 2023. 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.

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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. Panush, our current Chief Executive Officer. We have annual director election based on a majority voting standard. We have director and executive officer stock ownership requirements 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-ip.com/sustainability.

Cybersecurity and Data Protection

Cybersecurity represents an important component of our overall approach to enterprise risk management and is one of the key risks identified for oversight by our board of directors through our annual enterprise risk management assessment. Our enterprise risk management approach generally, and our cybersecurity practices in particular, are based upon industry standards and implemented using managed security applications. We generally approach cybersecurity threats through a cross-functional approach which endeavors to: (i) prevent and mitigate cybersecurity threats to the company; (ii) maintain the confidence of our customers, clients and business partners; (iii) preserve the confidentiality of our employee’s information; and (iv) protect our intellectual property.

We take various measures to ensure the integrity of our systems, including implementation of security controls, periodic assessment and testing of our processes and practices including through engagement with consultants, auditors and other third parties to perform assessments on our cybersecurity measures, 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 reviews 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 2023 annual meeting of stockholders was conducted virtually 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, 2023 were approximately $1.27 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.

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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. Except as described above with respect to Ms. Liu, there were no other related party transactions in 2023.

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.

Corporate Governance Guidelines

Our board of directors adopted a set of corporate governance guidelines which set forth the practices our board follows with respect to, among other things, the composition of the board and board committees, director responsibilities, director continuing education and performance evaluation of the board. The guidelines are posted on the IR section of our web site at www.ceva-ip.com.

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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of March 25, 2024.

Name	Age	Business Experience

Amir Panush	50	Amir Panush has served as our Chief Executive Officer since January 2023, a director since February 2024, and is a nominee to the Board of Directors. His description appears under “Proposal 1 – Election of Seven Directors.”

Yaniv Arieli	55	Mr. Arieli has served as our Chief Financial Officer since May 2005. Prior to his current position, Mr. Arieli served as President of U.S. Operations and Director of Investor Relations of DSP Group beginning in August 2002 and Vice President of Finance, Chief Financial Officer and Secretary of DSP Group’s DSP Cores Licensing Division prior to that time. Before joining DSP Group in 1997, Mr. Arieli served as an account manager and certified public accountant at Kesselman & Kesselman, a member of PricewaterhouseCoopers, a leading accounting firm. Mr. Arieli is a CPA and holds a B.A. in Accounting and Economics from Haifa University in Israel and an M.B.A. from Newport University and is also a member of the National Investor Relation Institute.

Gweltaz Toquet	51	Mr. Toquet has served as our Chief Commercial Officer since January 2023. Mr. Toquet has more than 20 years of sales and management experience with the Company, most recently serving as our Vice President of Sales for Asia Pacific, India and Europe. In particular, Mr. Toquet has spent over 15 years as our Vice President of Sales for Asia Pacific based in Hong Kong, where he led the build-out and management of the sales and support functions in the region spanning China, Japan, Taiwan and Korea. Prior to joining the company in 2002, Mr. Toquet held several roles in sales, business development, product marketing and business line management at Freehand DSP and Texas Instruments. Mr. Toquet holds a Master of Science in Engineering degree from Institut Supérieur d’Electronique de Paris (ISEP).

Michael Boukaya	49	Mr. Boukaya has served as our Chief Operating Officer since April 4, 2019. Mr. Boukaya was promoted to Executive Vice President and Chief Operating Officer in November 2022. Previously, he served as Vice President and General Manager of Wireless Business Unit from October 2014 to April 2019, and VP and Chief Architect with overall responsibility for the research and development of next generation DSP Cores, wireless platform architectures and multimedia processors from January 2006 to October 2014. Prior to joining Ceva, he was with the DSP Group since 1998, holding different engineering and R&D management positions. Mr. Boukaya holds a B.Sc. in Electronic Engineering from Technion Technology Institute and graduated from Executive Program of Stanford Graduate School of Business. He holds several patents on DSP Technology.

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EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Our named executive officers for the fiscal year ended December 31, 2023 are:

●

Amir Panush, our Chief Executive Officer;

●

Yaniv Arieli, our Chief Financial Officer;

●

Gweltaz Toquet, our Chief Commercial Officer; and

●

Michael Boukaya, our Executive Vice President and Chief Operating Officer.

Overview of Compensation Philosophy and Objectives

We operate in a very competitive, dynamic and challenging industry. The compensation committee, which establishes our compensation policy, seeks to achieve the following three broad goals in connection with our executive compensation program:

●	enable Ceva to attract and retain qualified executive officers;

●	create a performance-oriented environment by rewarding executive officers for the achievement of Ceva’s business objectives, both short-term and long-term, and achievement within an individual executive officers’ particular area of responsibility; and

●	provide executive officers with equity incentives in Ceva so as to link a portion of an executive officer’s compensation with the positive performance of the company as reflected in Ceva’s common stock and strategic goals.

We believe that our executive officers’ compensation should be tied to both the short-term and long-term performance of our stock, which we believes aligns our executive compensation with returns to our shareholders while also reflecting our operating performance and ultimately the management of the company by our executive officers. Our policy for allocating between short-term and long-term compensation is to ensure adequate base compensation to attract and retain key personnel, while providing incentives to maximize long-term value for our company and our stockholders. We further believe that our executive officers’ total annual cash compensation should vary with the company’s performance and that the higher an executive officer’s level of responsibility within the company, the greater the percentage of such executive officer’s compensation should be tied to the company’s performance. However, notwithstanding the above principles, we rely upon judgment and not upon rigid guidelines or formulas in determining the amount and mix of compensation elements for each executive officer.

The compensation committee believes that the company’s executive compensation program closely links to the company’s business strategies, aligns pay with performance and reflects competitive practices regarding executive compensation.

The compensation committee, which is comprised solely of independent, non-employee board members, has the authority and responsibility to establish our overall compensation strategy, including reviewing, analyzing and approving the compensation structure for our Chief Executive Officer, our executive and non-executive officers and other key employees each fiscal year; and administer our incentive compensation and benefit plans, 401(k) plan, and equity incentive and purchase plans. The compensation committee regularly updates the board of directors with respect to its undertakings in establishing the company’s overall compensation strategy. Mses. Andrietti and Marced, and Mr. Silver were the members of the compensation committee in 2023 with Ms. Marced serving as the chair.

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Executive Compensation Practices at a Glance

What We Do	What We Do Not Do
Pay for Performance under Our Executive Bonus Plans. We link pay to performance and stockholder interests by establishing annual executive bonus plans for our executive officers based solely on financial and business metrics established in advance by the compensation committee.	No “Single Trigger” Severance Payments: We do not have “single trigger” severance payments owing solely on account of the occurrence of a change of control event.
Performance-Based Equity Awards for All Executive Officers. We incentivize executive officers to achieve the company’s strategic and business goals with the grant of equity awards to executive officers tied to performance metrics. In 2023, approximately 82% of the aggregate annual equity awards granted to our executive officers, excluding a one-time RSU grant for our new CEO, were in the form of short-term or long-term performance-based stock units (“PSUs”) (with PSUs calculated at target), with significant components vesting based on stock price performance.	No Re-Pricing of Equity Awards: Our equity plans prohibit repricing of equity awards without stockholder approval.
Capped Incentives under Our Annual Executive Bonus Plans. Except for the sales-based incentive plan for our sales organization heads, our annual executive bonus plans are capped for our executive officers and tied to their base salary for the relevant year.	No Hedging or Pledging in Company Securities: All of our employees, including executive officers, and directors are prohibited from engaging in any hedging or pledging transaction with respect to company equity securities.
Time-Based Equity Awards Generally Subject to Multi-Year Vesting. Our time-based equity award grants to our executive officers are generally subject to a multi-year vesting schedule.	No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses under our annual executive bonus plan.
Thorough Compensation Risk Assessment: Our compensation committee conducts an annual assessment of the company’s executive and broad-based compensation programs to ensure prudent risk management.	No Nonqualified Defined Contribution or Other Deferred Compensation Plan. We do not have any such plans.
Compensation Committee Independence and Experience: Our compensation committee is comprised solely of independent directors who have extensive experience.	No Special Perquisites or Retirement Benefits: We do not provide special perquisites or retirement benefits to our executive officers that are not generally provided to all of our employees.
Independent Compensation Advisor: Our compensation committee has the authority to select and engage its own independent advisor.	No Tax Gross-Ups: We do not provide tax gross-ups.
Stock Ownership Policy: Our named executive officers and all of our directors are subject to such a policy.
Say-on-Pay: We conduct an annual say-on-pay vote.
Clawback Policy: Our named executive officers are subject to such a policy.

Role of Chief Executive Officer in Compensation Decisions

In its annual review of each executive officer’s total compensation, the compensation committee takes into consideration the assessment of the performance of each executive officer by our Chief Executive Officer (other than his own performance, which is reviewed solely by the compensation committee), their accomplishments, and individual performance of each such executive officer, including our Chief Executive Officer’s recommendation with respect to salary adjustments and annual equity award amounts. Our Chief Executive Officer’s recommendations are generally approved by the compensation committee.

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Role of Compensation Consultants in Compensation Decisions

The charter of the compensation committee authorizes the committee to engage the services of consultants to assist in the determination of our executive officers’ compensation. The compensation committee engaged the services of Compensia, Inc., an independent compensation consultant, in 2023 to provide a summary of incentive plan design market practices, to outline equity plan considerations and to assist with the pay vs. performance disclosure presentations and analysis.

Compensation Consultant Independence

To ensure independence, the compensation committee, as needed, will directly engage a compensation consultant and determine its independence. The compensation committee has determined that Compensia is independent under applicable SEC and Nasdaq rules, based on the committee’s review of the services provided to the company, and concluded that no conflict of interest existed that would prevent Compensia from independently advising the compensation committee.

2023 “Say on Pay” Advisory Vote on Executive Compensation

Our stockholders provide an advisory vote annually on executive compensation. At our 2023 annual meeting of stockholders, approximately 88% of the votes cast in the “say on pay” advisory vote were “FOR” approval of our executive compensation.

Principal Elements of Executive Compensation

Compensation of our executive officers consists of three principal components: base salary, annual cash incentive award payable pursuant to a performance-based bonus plan and long‑term equity incentive compensation. In 2023, short-term equity incentive compensation to our executive officers consisted of a mix of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), with long-term equity incentive compensation consisting purely of PSUs.

The determination by the compensation committee of the remuneration of Mr. Panush in 2023 generally was based upon methods consistent with those used for our other executive officers as well as terms negotiated in his employment agreement in November 2022, in connection with which the company agreed to the award of a cash signing bonus in the gross amount of NIS 600,000, subject to Mr. Panush’s service as an employee for at least 18 months, and a one-time RSU award with a $1.2 million grant value, one-third of which will vest on each anniversary of the commencement of Mr. Panush’s employment with us. The compensation committee believes that the salary and short- and long-term incentive compensation paid to Mr. Panush in 2023, in addition to his signing awards, were appropriate based on our compensation policy.

The determination by the compensation committee of the remuneration of Mr. Toquet in 2023 generally was based upon methods consistent with those used for our other executive officers, except that in lieu of participating in the 2023 Executive Bonus Plan discussed below, he was eligible for a commission-based cash bonus, payable quarterly based on criteria discussed below.

Base Salary. The base salaries of our executive officers are reviewed annually and are set by the compensation committee. Base salaries for executive officers, including the Chief Executive Officer, are generally determined on an individual basis by evaluating (i) the executive’s scope of responsibility and changes in job responsibility, performance, prior employment experience and salary history; (ii) our financial performance, including changes in our revenues and profits, during the year; (iii) competitive market conditions for executive compensation; and (iv) internal consistency within our salary structure. The base salaries of Messrs. Panush, Arieli and Boukaya are denominated in New Israeli Shekel (NIS) in consideration that these executive officers reside in Israel. Mr. Toquet’s base salary is denominated in Swedish Krona (SEK), as he resides in Sweden. The base salaries of our executive officers did not change in 2023 or in 2024 through the date of this proxy statement, except in February 2024, the compensation committee approved a salary increase of approximately 8% for Mr. Toquet.

Annual Cash Incentive Award. The compensation committee believes that an annual performance-based cash award to supplement base salaries of executive officers provides an important incentive to the achievement of corporate goals.

2023 Executive Bonus Plan. In February 2023, the compensation committee established a 2023 Executive Bonus Plan for each of Messrs. Panush, Arieli and Boukaya, effective January 1, 2023 to December 31, 2023. The committee believed that the 2023 Executive Bonus Plan was an important part of maintaining the overall competitiveness of the company’s executive compensation program. In November 2023, the compensation committee adjusted the approved financial targets to account for the divestiture of the Intrinsix business earlier in the quarter.

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Parameters of the 2023 Executive Plan, as adjusted to exclude any discontinued operations, are as follows:

Weighting	Financial Target	Threshold for Receipt of Bonus	Linear Calculation Between Threshold and Target	Linear Calculation between Target and Maximum
40%	Specified 2023 revenue target approved by the board (the “2023 Revenue Target”)	90% of the 2023 Revenue Target	If we achieve between 90% and 100% of the 2023 Revenue Target, that percentage of the target bonus amount, subject to 40% weighting, would be payable	For the 2023 Revenue Target, if our actual result exceeds 100% of the target, every 1% achieved above the target, up to 110%, would result in an increase of 5% for Mr. Panush and an increase of 2.5% for each of Messrs. Arieli and Boukaya in bonus payable, subject to 40% weighting
40%	Specified 2023 non-GAAP earnings per share approved by the board (the “2023 EPS Target”)	90% of the 2023 EPS Target	If we achieve between 90% and 100% of the 2023 EPS Target, that percentage of the bonus amount, subject to 40% weighting, would be payable	For the 2023 EPS Target, if our actual result exceeds 100% of the target, every 1% achieved above the target, up to 110%, would result in an increase of 5% for Mr. Panush and an increase of 2.5% for each of Messrs. Arieli and Boukaya in bonus payable, subject to 40% weighting
10%	Specified 2023 base station and IoT royalty revenue target (the “2023 Royalty Target”)	90% of 2023 Royalty Target	If we achieve between 90% and 100% of the 2023 Royalty Target, that percentage of the bonus amount, subject to 10% weighting, would be payable	For the 2023 Royalty Target, if we achieve above 100% of the 2023 Royalty Target, every 1% achieved above the target, up to 110%, would result in an increase of 5% for Mr. Panush and an increase of 2.5% for each of Messrs. Arieli and Boukaya, subject to 10% weighting

In addition, 5% weighting was applied to execution of each of two covered customer agreements on parameters set by the compensation committee (the “2023 Customer Targets”), the achievement of which was to be determined by the compensation committee in its sole discretion.

Under the 2023 Executive Bonus 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 2023. The target and maximum award opportunities for Messrs. Panush, Arieli and Boukaya for 2023 are as follows:

Named Executive Officer	Target Award (as a percentage of base salary)		Maximum Award (as a percentage of base salary)
Amir Panush		70%		102%
Yaniv Arieli		50%		61%
Michael Boukaya		50%		61%

Payment of bonuses (if any) under the 2023 Executive Bonus Plan are made in 2024. Bonuses are paid in cash in a single lump sum, subject to payroll taxes and tax holdings.

The compensation committee believes revenue, EPS, and royalty revenues are the appropriate targets to base the 2023 Executive Bonus Plan because these performance measures reflect management’s efforts in determining new markets, developing new technologies and executing on initiatives to expand and grow the company. Such factors represent short term success or failure of the company and align management’s interests with that of stockholders.

2023 Executive Bonus Plan Payments. In 2023, the company fell below the 2023 Revenue Target by 19%, EPS was below the 2023 EPS Target by 72%, the 2023 Royalty Target was not achieved, and each of the 2023 Customer Targets were achieved. Based on the parameters of the 2023 Executive Bonus Plan, bonuses of approximately $35,000, $16,600 and $14,200 were paid to each of Messrs. Panush, Arieli and Boukaya, respectively, under the 2023 Executive Bonus Plan.

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Mr. Panush’s bonus was calculated as follows:

Weight	Objective	Results	Calculation
40% of Target Bonus	2023 Revenue Target	Actual 2023 revenues were $57.4 million (vs. target of $70.8 million), ~19% below the 2023 Revenue Target	Payout percentage: 0% Payout: $0
40% of Target Bonus	2023 EPS Target	Actual non-GAAP earnings per share was 18 cents (vs. target of 64 cents), ~72% below the 2022 EPS Target.	Payout percentage: 0% Payout: $0
10% of Target Bonus	2023 Royalty Target	Actual specified 2023 royalty revenues decreased to $26 million (vs. target of $32 million), ~23% below the 2023 Royalty Target	Payout percentage: 0% Payout: $0
10% of Target Bonus	2023 Customer Targets	Two covered customer agreements on parameters set by the compensation committee were executed	Payout percentage: 100% Payout: $35,000

Mr. Arieli’s bonus was calculated as follows:

Weight	Objective	Results	Calculation
40% of Target Bonus	2023 Revenue Target	Actual 2023 revenues were $57.4 million (vs. target of $70.8 million), ~19% below the 2023 Revenue Target	Payout percentage: 0% Payout: $0
40% of Target Bonus	2023 EPS Target	Actual non-GAAP earnings per share was 18 cents (vs. target of 64 cents), ~72% below the 2022 EPS Target.	Payout percentage: 0% Payout: $0
10% of Target Bonus	2023 Royalty Target	Actual specified 2023 royalty revenues decreased to $26 million (vs. target of $32 million), ~23% below the 2023 Royalty Target	Payout percentage: 0% Payout: $0
10% of Target Bonus	2023 Customer Targets	Two covered customer agreements on parameters set by the compensation committee were executed	Payout percentage: 100% Payout: $16,600

Mr. Boukaya’s bonus was calculated as follows:

Weight	Objective	Results	Calculation
40% of Target Bonus	2023 Revenue Target	Actual 2023 revenues were $57.4 million (vs. target of $70.8 million), ~19% below the 2023 Revenue Target	Payout percentage: 0% Payout: $0
40% of Target Bonus	2023 EPS Target	Actual non-GAAP earnings per share was 18 cents (vs. target of 64 cents), ~72% below the 2022 EPS Target.	Payout percentage: 0% Payout: $0
10% of Target Bonus	2023 Royalty Target	Actual specified 2023 royalty revenues decreased to $26 million (vs. target of $32 million), ~23% below the 2023 Royalty Target	Payout percentage: 0% Payout: $0
10% of Target Bonus	2023 Customer Targets	Two covered customer agreements on parameters set by the compensation committee were executed	Payout percentage: 100% Payout: $14,200

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2023 Incentive Bonus Plan for Chief Commercial Officer. The process for setting the annual revenue target for Mr. Toquet’s incentive plan begins with a discussion by our Chief Executive Officer and Chief Financial Officer of the strategic and operating plans for the relevant fiscal year. The compensation committee then reviews such objectives and, subject to any further adjustments, approves them. The annual revenue target set for Mr. Toquet’s incentive plan generally required significant effort by Mr. Toquet to achieve.

In February 2023, the compensation committee approved a 2023 Incentive Plan for Mr. Toquet, effective as of January 1, 2023 (the “Toquet 2023 Plan”).

In accordance with the Toquet 2023 Plan, Mr. Toquet’s bonus was comprised of four components. The first component, based on annual revenue, was determined using a formula with a 2023 annual revenue target of $117.5 million multiplied by a specified commission rate. A commission multiplier of 1.0 is applied to the commission rate for annual revenue between 0% to 100% of target and a commission multiplier of 1.5 is applied to the commission rate for annual revenue in excess of 100% of target. Finally, the annual revenue component of Mr. Toquet’s bonus was capped at SEK 1,750,000, or approximately $175,000. The second component of Mr. Toquet’s bonus was a quarterly bonus of $6,000 each quarter if specified quarterly revenue targets, based on the 2023 annual revenue target, were achieved. The quarterly revenue targets in 2023 were $31.5 million for the first quarter, $32.5 million for the second quarter, $36.3 million for the third quarter and $38.4 million for the fourth quarter. The third and final component of Mr. Toquet’s bonus was an additional bonus of $6,000 or $10,000 each time he successfully executed a new license agreement or integrated intellectual property services agreement, respectively, in each case meeting a certain predetermined royalty per chip and, in some cases, license fee threshold amount with a specified strategic customer. The commission-based bonus was payable quarterly based on the criteria discussed above and was subject to payroll taxes and tax withholdings. The annual and quarterly revenue targets discussed above reflect adjustment by the compensation committee in the November 2023 to account for the sale of Intrinsix.

Based on the terms of the Toquet 2023 Plan, as amended, Mr. Toquet was paid an aggregate bonus of $140,000, comprised of: (i) an amount of $122,000 based on the annual revenue target, (ii) an amount of $0 based on the quarterly revenue targets, and (iii) $18,000 based on the strategic account agreements the company executed with customers in 2023.

Equity Incentive Programs

We intend that our equity incentive programs are the primary vehicle for offering long-term incentives and rewarding our executive officers and key employees. We also regard our equity incentive programs as key retention tools.

2011 Stock Incentive Plan

We established our 2011 Stock Incentive Plan, which we refer to as the 2011 Plan, to attract and retain the best available personnel, to provide additional incentives to our employees, consultants and directors through ownership of shares of our common stock, and to promote the success of our business. As amended, the 2011 Plan authorizes 4,350,000 shares of common stock reserved for issuance, plus any shares of our common stock that would otherwise return to our 2002 Stock Incentive Plan (which terminated upon stockholder approval of the 2011 Plan in 2011) or our 2003 Director Stock Option Plan as a result of forfeiture, termination or expiration of awards previously granted under the 2002 Plan or the 2003 Director Stock Option Plan, as applicable, which has resulted in an increase in 273,693shares under the 2011 Plan as a result of such rollovers. As of March 25, 2024, a total of 654,055 shares of our common stock remained available for issuance under the 2011 Plan.

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The maximum number of shares of our common stock with respect to which options and stock appreciation rights may be granted to a participant during a calendar year is 500,000 shares of our common stock, although in connection with a participant’s commencement of service with the company or a related entity of the company, the participant may be granted options and stock appreciation rights for up to an additional 250,000 shares of our common stock, which would not count against the foregoing limit. For awards of restricted stock and restricted stock units, the maximum number of shares of our common stock subject to such awards that may be granted to a participant during a calendar year was 500,000 shares of our common stock.

The 2011 Plan provides for the grant of stock options, restricted stock, restricted stock units and stock appreciation rights (collectively referred to as “awards”). However, in order to promote a longer term management focus and to provide an incentive for continued employment with us, we primarily grant RSUs and PSUs to our executive officers and RSUs to the rest of our employees. Under limited circumstances, we grant stock options and stock appreciation rights to certain employees and generally in small quantities. RSU awards generally become exercisable over a three-year period. Certain PSU awards vest immediately upon achievement of the underlying performance goals, and other PSU awards vest over a three-year period even after achievement of the underlying performance goals.

The size of the equity award made to each executive officer is based upon the following factors:

●	an evaluation of the executive officer’s past performance;

●	the total compensation being paid to the executive officer;

●	the anticipated value of the executive officer’s contribution to our future performance;

●	the executive officer’s scope of responsibility;

●	the executive officer’s current position with us;

●	the number of equity awards granted to the executive officer during previous fiscal years and the vesting status of such awards;

●	comparability with equity awards made to our other executive officers; and

●	comparability with equity awards of similarly situated executive officers at peer companies.

The 2011 Plan is administered, with respect to grants to officers, employees, directors, and consultants, by the 2011 Plan administrator defined as our board of directors or one or more committees designated by the board. The compensation committee currently acts as the 2011 Plan administrator.

2002 Employee Stock Purchase Plan

We established our 2002 Employee Stock Purchase Plan, which we refer to as the Purchase Plan, to provide employees with an opportunity to purchase our common stock through accumulated payroll deductions. Further, we believe the Purchase Plan advances the interests of our stockholders by enhancing our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to us by providing those persons with equity ownership opportunities and performance-based incentives – thereby better aligning the interests of those persons with those of our stockholders. As amended, the Purchase Plan authorizes 3,450,000 shares of common stock reserved for issuance. As of March 25, 2024, a total of 274,560 shares of our common stock remained available for purchase under the Purchase Plan.

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Offer periods under the Purchase Plan are generally overlapping periods of 24 months. Purchase periods are generally six-month periods commencing on each March 1 and September 1. The exercise dates are the last day of each purchase period. The price per share at which shares are sold under the Purchase Plan is equal to 85% of the fair market value of our common stock on the commencement date of the offer period or the last day of the purchase period, whichever is lower. The fair market value of the common stock on a given date is the closing sale price of the common stock on NASDAQ as of such date. At the beginning of an offer period, each participant is granted the right to purchase the number of shares determined by dividing $50,000 by the fair market value on the offer period commencement date. However, no employee is granted a purchase right under the Purchase Plan (1) if immediately after the grant of the purchase right, the employee would own 5% or more of the total combined voting power or value of all classes of stock of the company or a subsidiary of the company or (2) which would permit the employee to buy more than $25,000 worth of stock in any calendar year.

The Purchase Plan is administered by our board of directors, or a committee of the board as designated by the board from time to time, which has the authority to determine the terms and conditions under which purchase rights are to be granted under the Purchase Plan for any offer period during the term of the Purchase Plan, and to resolve all questions relating to the administration of the plan. The compensation committee currently acts as the Purchase Plan administrator.

2023 Restricted Stock Unit Awards to Executive Officers

In 2023, the compensation committee granted RSUs and PSUs to each of Messrs. Panush, Arieli, Boukaya and Toquet, which included a sign-on RSU award with a $1.2 million equity grant value for Mr. Panush, one-third of which will vest on each anniversary of the commencement of his employment with us on January 1, 2023. With respect to the PSU grants, the performance metrics were intended to align with the interests of our stockholders in both the short term and in the long term.

After considering various factors, including historic practices and the views of our institutional investors pursuant to engagements with them by the chairman of the board and certain management members, the compensation committee approved 2023 equity awards to the executive officers in the aggregate equity grant value set forth below and, excluding the sign-on award for Mr. Panush, weighted the time-based RSUs and short-term performance-based stock units (“short-term PSUs”, together with the time-based RSUs, the “Short-Term Grant”) and long-term performance-based stock units (the “Long-Term PSUs) as follows:

	Short-Term Equity Grant Value	Short-Term Grant Weighting (RSU/ PSU)
Amir Panush	$1.2 million	40%/60%
Yaniv Arieli	$0.55 million	60%/40%
Michael Boukaya	$0.45 million	60%/40%
Gweltaz Toquet	$0.3 million	60%/40%

	Long-Term Equity Grant Value
Amir Panush	$2.0 million
Yaniv Arieli	$1.0 million
Michael Boukaya	$1.0 million
Gweltaz Toquet	$1.0 million

2023 Short-Term Restricted Stock Unit Award to Executive Officers

Restricted Stock Unit Awards Granted. In February 2023, Messrs. Panush, Arieli, Boukaya and Toquet received grants of 14,541 RSUs, 9,996 RSUs, 8,179 RSUs and 5,452 RSUs, respectively, based on the above Short-Term Grant equity grant values. One-third of the RSUs granted in 2023 vest each year commencing on the first-year anniversary of the grant date.

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Timing of Grants. Equity incentive awards to our executive officers and other key employees are typically granted annually in conjunction with the review of the individual performance of our executive officers. Equity incentive awards are not necessarily granted to each executive officer during each year. Grants of equity incentive awards to newly hired executive officers who are eligible to receive them generally are made at the next regularly scheduled compensation committee meeting following their hire date.

2023 Short-Term Performance-Based Restricted Stock Unit Award to Executive Officers

In establishing the performance metrics for the short-term PSU grants under the Short-Term Grant, the compensation committee attributed 50% weighting to 2023 license and related revenues, 25% to relative total stockholder return against the S&P Semiconductors Select Industry Index (“S&P Index”) and 25% to relative total stockholder return against the Russell 2000 Index (“Russell Index”). The compensation committee determined that annual license and related revenue was the appropriate metric for a portion of the short-term PSU grant because, unlike royalty revenue which is dependent on a variety of factors outside of management’s control, license and related revenue is a measure that management can control through anticipating market need and determining market reach, setting technology milestones and achieving them, as well as attentiveness and focus on achieving the actual licensing design wins. License and related revenue also drives long-term value creation. The compensation committee determined, after considering input from Compensia, that relative total stockholder return against the S&P index and Russell index was the appropriate metric for the other portions of the short-term PSU grant because both the S&P index and Russell index are widely known and accepted indices representing broad investor base and generally consistent with performance of peers in the company’s space.

In February 2023, each of Messrs. Panush, Arieli, Boukaya and Toquet received short-term PSU grants with the target settlement amounts of 21,811 shares, 6,664 shares, 5,452 shares and 3,635 shares, respectively, based on the above equity value figures. Additionally, PSUs representing an additional 30%, meaning an additional 6,543 shares, would be eligible for vesting for Mr. Panush, and an additional 20%, meaning an additional 1,332 shares, 1,090 shares and 727 shares, would be eligible for vesting for each of Messrs. Arieli, Boukaya and Toquet, respectively, if the performance goals were achieved at maximum levels. Subject to achievement of the performance goals, as detailed below, one-third of the total number of shares of common stock earned in respect of the 2023 PSUs vest each year, with vesting commencing on the first anniversary of the grant date. In November 2023, the compensation committee adjusted an applicable revenue target to reflect the divestiture of the Intrinsix business earlier in the quarter.

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The performance goals for the short-term PSU grants for 2023, as adjusted to exclude any discontinued operations, with specified weighting are as follows:

Weighting	Goals
50%	Vesting of the full 50% of the PSUs occurs if we achieve the 2023 license and related revenue target approved by the board (the “2023 License Revenue Target”). The vesting threshold is achievement of 90% of 2023 License Revenue Target. If our actual result exceeds 90% but less than 99% of the 2023 License Revenue Target, 91% to 99% of the eligible PSUs would be subject to vesting. If our actual result exceeds 100% of the 2023 License Revenue Target, every 1% increase of the 2023 License Revenue Target, up to 110%, would result in an increase of 2 % of the eligible PSUs for Messrs. Arieli, Boukaya and Toquet and an increase of 3% of the eligible PSUs for Mr. Panush.
25%	Vesting of the full 25% of the PSUs occurs if we achieve positive total shareholder return whereby the return on our stock for 2023 is greater than S&P index. The vesting threshold is achieved if the return on our stock for 2023 is at least 90% of the S&P index. If the return on our stock, in comparison to the S&P index, is above 90% but less than 99% of the S&P index, 91% to 99% of the eligible PSUs would be subject to vesting. If the return on our stock exceeds 100% of the S&P index, every 1% increase in comparison to the S&P index, up to 110%, would result in an increase of 2% of the eligible PSUs for Messrs. Arieli, Boukaya and Toquet and an increase of 3% of the eligible PSUs for Mr. Panush.
25%	Vesting of the full 25% of the PSUs occurs if we achieve positive total shareholder return whereby the return on our stock for 2023 is greater than the Russell index. The vesting threshold is if the return on our stock for 2023 is at least 90% of the Russell index. If the return on our stock, in comparison to the Russell index, is above 90% but less than 99% of the Russell index, 91% to 99% of the eligible PSUs would be subject to vesting. If the return on our stock exceeds 100% of the Russell index, every 1% increase in comparison to the Russell index, up to 110%, would result in an increase of 2% of the eligible PSUs for Messrs. Arieli, Boukaya and Toquet and an increase of 3% of the eligible PSUs for Mr. Panush.

None of the performance goals for the short-term PSU grants for 2023 outlined above were achieved, and accordingly, none of the short-term PSU grants vested for each of Messrs. Panush, Arieli, Boukaya and Toquet, based on the following performance:

Weighting	Goals	Achievement
50%	2023 License Revenue Target – Actual licensing and related revenues were $57.6 million, resulting in 81% achievement compared to target; as a result, 0% of the corresponding PSUs vested	Mr. Panush: 0 PSUs Mr. Arieli: 0 PSUs Mr. Boukaya: 0 PSUs Mr. Toquet: 0 PSUs
25%	S&P Index Target – Return on our common stock was down ~(15)% and the S&P index return was up ~24%; as a result, 0% of the corresponding PSUs vested	Mr. Panush: 0 PSUs Mr. Arieli: 0 PSUs Mr. Boukaya: 0 PSUs Mr. Toquet: 0 PSUs
25%	Russell Index Target – Return on our common stock was down ~(15)% and the Russell index return was up ~9%; as a result, 0% of the corresponding PSUs vested	Mr. Panush: 0 PSUs Mr. Arieli: 0 PSUs Mr. Boukaya: 0 PSUs Mr. Toquet: 0 PSUs

2023 Long-Term Performance-Based Restricted Stock Unit Award to Executive Officers

In addition to the Short-Term Grant, in February 2023, the compensation committee granted to Messrs. Panush, Arieli, Boukaya and Toquet 60,587 PSUs, 30,293 PSUs, 30,293 PSUs and 30,293 PSUs, respectively, based on the above Long-Term PSUs equity grant values. The Long-Term PSUs will vest upon the first achievement of any of the following performance goals:

●

if our compound annual growth rate for non-GAAP EPS for each fiscal year over the three-year period from 2022 through 2025 reaches 10% or if our non-GAAP EPS for any fiscal year reaches $1.00 during the period between January 1, 2023 and December 31, 2025;

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●

if our non-GAAP operating margin for any fiscal year reaches 20% during the period between January 1, 2023 and December 31, 2025;

●

if our compound annual growth rate for revenue for each fiscal year over the three-year period from 2022 through 2025 reaches 10% or if our revenue for any fiscal year reaches $180 million during the period between January 1, 2023 and December 31, 2025; or

●

if our market capitalization (defined as total outstanding shares as of a given date multiplied by the closing price for our common stock as quoted by the NASDAQ Stock Market) reaches at least $1.1 billion for at least 30 days of consecutive trading.

None of the performance goals for the Long-Term PSUs outlined above were achieved in the fiscal year ended 2023 or as of the date of this proxy statement.

Stock Ownership Guidelines for Executive Officers

In February 2016, the board of directors adopted a set of stock ownership guidelines for our named executive officers so as to align this group’s interests with those of our stockholders. Pursuant to the guidelines, each of our executive officers has five years from the later of the adoption of the policy or the date of their appointment as an executive officer to own (personally and collectively with members of the executive officer’s immediate family or with family trusts) an amount of common stock valued at its fair market value equal to at least 100% of their then-current annual base salary, or 200% of such salary in respect of our Chief Executive Officer. For purposes of this ownership guideline, only vested RSUs would be considered when determining an executive officer’s stock ownership. Each of Mr. Panush, our Chief Executive Officer, and Mr. Toquet, our Chief Commercial Officer, will be required to meet this requirement on January 1, 2028. Mr. Arieli, our Chief Financial Officer, was required to satisfy this requirement by February 2, 2021, and has been in compliance with our stock ownership guidelines through his subsequent tenure as an executive officer. Mr. Boukaya, our Chief Operating Officer, was not in compliance with this requirement as of the date it became effective for him on April 4, 2024. The compensation committee intends to consider Mr. Boukaya’s progress toward achieving the ownership guidelines when making future decisions regarding Mr. Boukaya’s compensation.

Anti-Pledging/Hedging Policy

Pursuant to the company’s insider trading policy, all employees of the company, including executive officers, 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 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 employees, including executive officers.

Retirement Benefits and Perquisites

We do not offer any retirement benefits to our executive officers located in Israel, except to the extent certain social benefits are required pursuant to Israeli labor laws or are common practice in Israel, and such social benefits are applicable to all Israeli employees. Specifically, based on Israeli labor laws, an Israeli employee is entitled to severance pay upon termination of employment for any reason, including retirement, based on the most recent monthly salary of such employee multiplied by the number of years of employment of such employee. We make a payment of 8.333% of each employee’s monthly base salary to an insurance or pension fund to pay for this future liability payable to our employees upon termination of their employment. In addition, we make a payment of 6% of each employee’s monthly base salary to another insurance or pension fund, and this accrued amount may be withdrawn by the employee only upon retirement. We generally provide all of our Israeli employees with a car for business-related purposes and pay the associated expenses (excluding personal taxes on such benefit). Also, as is customary in Israel and for all Israeli employees, we provide our Israeli employees with a certain amount of monthly contributions (7.5% of their base salary) for the purpose of each employee’s study and training. The amounts of the above-referenced benefits contributed by us to each of Messrs. Panush, Arieli and Boukaya in 2023 are specified in the 2023 All Other Compensation Table of this proxy statement.

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Mr. Toquet, based in Sweden, is entitled to pension contributions based on Sweden labor rules. He, and certain other Company employees, are eligible to participate in a defined contribution pension plan (the “Pension Plan”). Participants in the Pension Plan may elect to defer a portion of their pre-tax earnings into the Pension Plan, which is run by an independent party. We make pension contributions at rates varying up to 10% of the participant’s salary.

In addition, while none of our executive officers is employed in the U.S., we do provide our U.S. employees with participation in our 401(k) plan. We provided a 100% match to any contribution made by participants to the 401(k) plan in 2023, subject to a maximum of 6% of the participant’s base pay.

Employment Agreements and Post-Termination Protection

The compensation committee also recognizes that, from time to time, it is appropriate to enter into agreements with certain key employees to ensure that we continue to retain their services and to promote stability and continuity within our company. We have entered into employment agreements with our executive officers. The varied terms of their employment agreements reflect the importance of retaining their services and their potential contributions to the attainment of our long-term goals. None of the employment agreements with our executive officers provide for tax gross ups and none includes any “single trigger” change-in-control provisions.

Compensation Policies and Practices and Risk Management

Our compensation committee considers potential risks when reviewing and approving the compensation programs for our executive officers and other employees. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our programs available for our executive officers:

●	A Balanced Mix of Compensation Components – The target compensation mix for our executive officers is composed of base salary, annual cash bonus incentives, and time-based and performance-based equity awards.

●	Financial Performance Factors – Our annual cash bonus plan for 2023 used companywide financial metrics based on the company’s internal budget approved by the board to focus our executive officers on the achievement of objectives for the overall benefit of the company.

●	Capped Cash Incentive Awards – Annual cash incentive awards for 2023 were capped at 170% of the target opportunity for our Chief Executive Officer, and 150% of the target opportunity for our Chief Financial Officer and Chief Operating Officer.

●	PSU Awards – Each of our executive officers received PSU awards in 2023 based on financial metrics to align their compensation incentives with that of our stockholders.

●	Multi-Year Vesting – Equity awards vest over multiple years requiring long-term commitment on the part of employees.

●	Stock Ownership Policy – Our named executive officers are subject to such a policy.

●	Clawback Policy – Our named executive officers are subject to such a policy.

●	Hedging and Pledging – No hedging or pledging of our stock by executive officers.

●	Competitive Positioning – The compensation committee has compared our executive compensation to our peers to ensure our compensation program is consistent with industry practice.

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●	Corporate Governance Programs – We have implemented corporate governance guidelines, a code of conduct and business ethics, and other corporate governance measures and internal controls.

Report of the Compensation Committee of the Board of Directors

The compensation committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management. Based on its review and discussions, the committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee of the Board of Directors of Ceva, Inc.:

Maria Marced (Chair)
Louis Silver

Bernadette Andrietti

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Compensation Tables

2023 Summary Compensation

The following table sets forth the total compensation awarded to, earned by or paid to named executive officers.

Name and Principal Position	Year	Salary ($) (1)		Bonus ($)(1)			Stock Awards ($)(2)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(1)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(4)			Total ($)
Amir Panush
Chief Executive Officer	2023		487,692		172,662	(5)		3,109,760	(5)		—		35,156		—		140,617			3,945,887

Yaniv Arieli	2023		326,350		—			926,053			—		16,741		—		110,207			1,379,351
Chief Financial Officer	2022		319,494		—			414,119			—		130,762		—		107,997			972,372
	2021		313,673		—			504,646			—		179,335		—		390,876			1,388,530

Gweltaz Toquet
Chief Commercial Officer	2023		223,385		—			797,187			—		—		—		167,220	(6)		1,187,792

Michael Boukaya	2023		277,608		—			834,519			—		14,230		—		91,915			1,218,272
Chief Operating Officer	2022		258,425		—			386,225			—		105,464		—		90,409			840,523
	2021		252,356		—			514,369			—		144,375		—		178,564			1,089,664

(1)

Mr. Panush’s 2023 base salary, annual cash award made pursuant to our 2023 Executive Bonus Plan and signing bonus, and Mr. Arieli’s and Mr. Boukaya’s 2023, 2022 and 2021 base salaries and annual cash awards made pursuant to our 2023, 2022 and 2021 Executive Bonus Plans were denominated in New Israeli Shekel (NIS). Mr. Toquet’s base salary and incentive bonus made pursuant to the Toquet 2023 Plan were denominated in Swedish Krona (SEK). The NIS and SEK amounts were translated into the U.S. dollar at the exchange rate of NIS or SEK, as applicable, into the U.S. dollars at the time of payment or accrual.

For 2023, the base salaries of all named executive officers did not change. In February 2024, the compensation committee approved a salary increase of approximately 8% for Mr. Toquet.

(2)

The amounts shown in this column do not reflect compensation actually received by the named executive officer. Instead, the amounts represent the aggregate grant date fair value of the restricted stock unit awards based on FASB ASC No. 718, “Stock Compensation” (“FASB ASC No. 718”).

(3)

The amounts set forth relate to annual cash awards made pursuant to our 2023, 2022 and 2021 executive bonus plans.

(4)

See the table captioned “2023 All Other Compensation” below for greater detail.

(5)

The amounts set forth for Mr. Panush include a cash bonus in the amount of NIS 600,000 and an RSU valued at $1.2 million as of January 1, 2023 made in connection with Mr. Panush’s commencement of employment and pursuant to the terms of his employment agreement with us.

(6)

The amounts set forth for Mr. Toquet includes commission-based cash bonus award made pursuant to Mr. Toquet’s 2023 incentive plan.

2023 All Other Compensation

The following table sets forth all other compensation awarded to, earned by or paid to each of our named executive officers during fiscal year 2023. The NIS amounts relating to the 2023 all other compensation for Messrs. Panush, Arieli and Boukaya, and the SEK amounts relating to the 2023 all other compensation for Mr. Toquet, are translated into the U.S. dollar at the exchange rate of NIS or SEK, as applicable, into the U.S. dollars at the time of payment or accrual.

Name	Car Allowance and Other Perquisites ($)(1)		Sales Commission ($)(2)		Israeli Social Benefits ($)(3)		Study Fund ($)(4)		Israeli Social Insurance ($)(5)		Swedish Pension and Health Benefits ($)(6)		Total ($)

Amir Panush		20,993		—		72,284		36,557		10,783		—		140,617

Yaniv Arieli		26,603		—		48,450		24,371		10,783		—		110,207

Gweltaz Toquet		—		140,000		—		—		—		27,220		167,220

Michael Boukaya		19,143		—		41,273		20,716		10,783		—		91,915

(1)

As is customary in Israel, and as is applicable generally to all our Israeli employees, we provide a car allowance for expenses relating to the use and maintenance of the car (excluding personal taxes on such benefit), which amounted to $19,497, $25,212 and $18,149 for Messrs. Panush, Arieli and Boukaya, respectively. We also provide reimbursement of meal expenses incurred by each of Messrs. Panush, Arieli and Boukaya for work-related purposes of $1,496, $1,391 and $994, respectively.

(2)

Relates to commission-based cash bonus award made pursuant to the Toquet 2023 Plan.

(3)

Based on Israeli labor laws, an Israeli employee is entitled to severance pay upon termination of employment for any reason, including retirement, based on the most recent monthly base salary (per specific criteria) of such employee multiplied by the number of years of employment of such employee. We make a payment of 8.333% of each employee’s monthly base salary to an insurance or pension fund to pay for this future liability payable to our employees upon termination of their employment, taking into account the amounts already deposited in the insurance or pension fund. For Israeli employees who are under Section 14 of the Severance Pay Law, 1963, no additional obligation exists by our Israeli subsidiary regarding the matter of severance pay, and no additional payments is made by the Israeli subsidiary to the employee upon termination of employment or retirement. In addition, we make a payment of approximately 6.5% of each employee’s monthly base salary to another insurance or pension fund, and this accrued amount may be withdrawn by the employee only upon retirement. The amounts represent the above referenced contributions, as well as other Israeli social benefit-related contributions, we made on behalf of each of Messrs. Panush, Arieli and Boukaya.

(4)

As is customary in Israel applicable to all Israeli employees, we provide our Israeli employees with a certain amount of monthly contributions (7.5% of their base salary) for an employee’s study and training purposes, which amounts contributed by us to Messrs. Panush, Arieli and Boukaya in 2023 are as specified.

(5)

Based on Israeli labor laws, the Israeli Social Security Institute is entitled to monthly tax payments with an annual cap of $10,783 per employee paid by us for Messrs. Panush, Arieli and Boukaya in 2023.

(6)

Reflects pension contributions and health insurance premiums paid based on Swedish labor laws.

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2023 Grants of Plan Based Awards

The following table sets forth the plan based awards granted to Messrs. Panush, Arieli, Toquet and Boukaya in fiscal year 2023.

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards									All Other Stock Awards:
Name	Grant Date	Approval Date	Number of Non-Equity Incentive Plan Units Granted (#)		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)			Target (#)			Maximum (#)			Number of shares of our common stock of Stock or Units (#) (4)		All Other Option Awards: Number of Securities Underlying Options (#)		Exercise or Base Price of Option Awards ($/Sh)		Closing Price on Grant Date ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(5)

Amir	01/01/2023	01/01/2023		0																	46,911		0		0		25.58		1,199,983
Panush	02/17/2023	02/17/2023		0																	14,541		0		0		33.01		479,998
	02/17/2023	02/17/2023		0								4,907	(2)		21,811	(2)		28,354	(2)				0		0		33.01		584,589
	02/17/2023	02/17/2023		0								60,587	(3)		60,587	(3)		60,587	(3)				0		0		33.01		845,189
		02/17/2023		0		17,370		347,395		503,722													0		0
																									0
Yaniv	02/17/2023	02/17/2023		0																	9,996		0				33.01		329,968
Arieli	02/17/2023	02/17/2023		0								1,499	(2)		6,664	(2)		7,996	(2)				0				33.01		173,497
	02/17/2023	02/17/2023		0								30,293	(3)		30,293	(3)		30,293	(3)				0		0		33.01		422,587
		02/17/2023		0		8,271		165,426		202,647													0		0
																									0
	01/01/2023	01/01/2023		0																	3,909		0		0		25.58		99,992
Gweltaz	02/17/2023	02/17/2023		0																	5,452		0				33.01		179,971
Toquet	02/17/2023	02/17/2023		0								817	(2)		3,635	(2)		4,362	(2)				0		0		33.01		94,637
	02/17/2023	02/17/2023		0								30,293	(3)		30,293	(3)		30,293	(3)				0		0		33.01		422,587
																							0		0
Michael	02/17/2023	02/17/2023		0																	8,179		0		0		33.01		269,989
Boukaya	02/17/2023	02/17/2023		0								1,226	(2)		5,452	(2)		6,542	(2)				0		0		33.01		141,943
	02/17/2023	02/17/2023		0								30,293	(3)		30,293	(3)		30,293	(3)				0		0		33.01		422,587
		02/17/2023		0		7,031		140,612		172,250

(1)

Represents the threshold, target and maximum amounts payable to Messrs. Panush, Arieli and Boukaya pursuant to the 2023 Executive Bonus Plan, based on the exchange rate of NIS into U.S. dollars at December 31, 2023. For more information, see the discussion in the CD&A under the caption “Annual Cash Incentive Award.”

(2)

Represents the threshold, target and maximum amounts associated with the grant of performance stock units pursuant to our 2011 Stock Incentive Plan. The performance stock units are subject to performance during calendar year 2023 and then vest over three years, with 1/3 vesting on each of the first three anniversaries of the grant date. For more information, see the discussion in the CD&A under the caption “2023 Short-Term Performance-Based Restricted Stock Unit Award to Executive Officers.”

(3)

Represents the threshold, target and maximum amounts associated with the grant of performance stock units pursuant to our 2011 Stock Incentive Plan. The restricted stock units vest on achievement of certain milestones. For more information, see the discussion in the CD&A under the caption “2023 Long Term Performance-Based Restricted Stock Unit Award to Executive Officers.”

(4)

Represents the grant of restricted stock units pursuant to our 2011 Stock Incentive Plan. The restricted stock units vest over three years, with 1/3 vesting on each of the first three anniversaries of the grant date.

(5)

Represents the aggregate grant date fair value of the awards based on FASB ASC No. 718, “Stock Compensation” (“FASB ASC No. 718”). For a discussion of valuation assumptions under FASB ASC No. 718, see Note 1 to our 2023 Consolidated Financial Statements included in our 2023 annual report on Form 10-K.

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Outstanding Equity Awards at Fiscal Year-End 2023

The following table sets forth information concerning unexercised restricted stock units held by each of our named executive officers as of December 31, 2023. The calculations are based on our closing stock price as of December 31, 2023.

	Option Awards										Stock Awards
	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option / SAR’s Exercise Price ($)		Option / SAR’s Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
	Exercisable		Unexercisable

Amir Panush		-		-		-		-		-		-		-		46,911	(1)		1,065,349
		-		-		-		-		-		-		-		14,541	(3)		330,226
		-		-		-		-		-		-		-		60,587	(4)		178,126

Yaniv Arieli		-		-		-		-		-		-		-		1,191	(1)		27,048
		-		-		-		-		-		-		-		469	(2)		10,651
		-		-		-		-		-		-		-		1,616	(2)		36,699
		-		-		-		-		-		-		-		4,963	(1)		112,710
		-		-		-		-		-		-		-		9,996	(1)		227,009
		-		-		-		-		-		-		-		30,293	(2)		89,061

Gweltaz Toquet		-		-		-		-		-		-		-		784	(1)		17,805
		-		-		-		-		-		-		-		2,025	(1)		45,988
		-		-		-		-		-		-		-		3,909	(1)		88,773
		-		-		-		-		-		-		-		5,452	(1)		123,815
		-		-		-		-		-		-		-		30,293	(2)		89,061

Michael Boukaya		-		-		-		-		-		-		-		1,191	(1)		27,048
		-		-		-		-		-		-		-		469	(2)		10,651
		-		-		-		-		-		-		-		1,292	(2)		29,341
		-		-		-		-		-		-		-		3,971	(1)		90,181
		-		-		-		-		-		-		-		8,179	(1)		185,745
		-		-		-		-		-		-		-		30,293	(2)		89,061

(1)

Represents RSUs granted pursuant to our 2011 Plan.

(2)

Represents PSUs granted pursuant to our 2011 Plan.

(3)

Represents RSUs granted pursuant to an inducement award in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules granted on terms substantially similar to those of the 2011 Plan.

(4)

Represents PSUs granted pursuant to an inducement award in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules granted on terms substantially similar to those of the 2011 Plan.

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2023 Option Exercises and Stock Vested

The following table sets forth information for each of the named executive officers with respect to the vesting of restricted stock units during 2023. None of our named executive officers exercised options during 2023.

	Option Awards				Stock Awards (1)
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Amir Panush		-		-		-		-
Yaniv Arieli		-		-		8,937		295,010
Gweltaz Toquet		-		-		1,799		37,743
Michael Boukaya		-		-		8,278		273,257

(1)	Reflects vesting of RSUs granted pursuant to our 2011 Plan as it relates to Messrs. Arieli, Toquet and Boukaya. None of Mr. Panush’s equity awards vested in 2023. The value realized upon vesting represents the fair market value of our common stock on the date of vesting.

Nonqualified Deferred Compensation

We do not provide any nonqualified deferred contribution or other deferred compensation plans to our named executive officers.

CEO Compensation Pay Ratio

We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create stockholder value. We monitor the relationship between the compensation of our executive officers and the compensation of our non-managerial employees. For 2023, the total compensation of Amir Panush, our Chief Executive Officer, of $3,945,887, as shown in the Summary Compensation Table above, was approximately 24 times the total compensation of a median employee.

Our CEO to median employee pay ratio is calculated in accordance with SEC’s rules pursuant to Item 402(u) of Regulation S-K. We included all employees, whether employed on a full-time or part-time. We annualized the compensation for any full-time employees that were not employed by us for all of 2023, and calculated amounts with respect to restricted stock unit awards based on FASB ASC No. 718. Otherwise, we did not make any assumptions, adjustments, or estimates with respect to total compensation.

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Employment Agreements

In connection with his appointment as our Chief Executive Officer effective January 1, 2023, we entered into an employment agreement with Amir Panush on November 9, 2022, pursuant to which Mr. Panush will receive a gross monthly salary of approximately $42,540 and a signing bonus in the gross amount of approximately $170,160, subject to his service as an employee for at least 18 months. In addition, subject to the discretion of our board of directors, Mr. Panush will be entitled to an annual bonus. Furthermore, effective on January 1, 2023, Mr. Panush was granted RSUs pursuant to the 2011 Plan with a value equal to $1,200,000, one-third of which will vest on each anniversary of January 1, 2023, conditioned upon Mr. Panush’s continued service with us through each such vesting date. We also granted Mr. Panush additional benefits, including an equity award with a value equal to $1,200,000 in the form of a combination of RSUs and PSUs, as well as a long-term PSU grant with a value equal to $2,000,000, 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. The employment agreement also entitles Mr. Panush to receive additional customary benefits and reimbursement of certain expenses, including for car maintenance. Under the employment agreement, should Mr. Panush desire to terminate his employment with us, he is requested to provide at least three months’ prior written notice to us, and conversely, should we desire to terminate Mr. Panush’s employment without cause, we must provide Mr. Panush with twelve months’ prior written notice, unless we provide Mr. Panush: (i) payment of a sum equal to the salary that he would otherwise be entitled to during such twelve-month period, (ii) the full amount of his annual bonus calculated based on 100% achievement of performance objectives, and (iii) the full acceleration of any equity awards subject to time-based vesting upon his termination date (together, the “Entitlements”). In addition, Mr. Panush may resign for good reason without advance notice, including as a result of death, in which case we must provide him the aforementioned Entitlements. Alternatively, if, within twelve months after a change in control Mr. Panush terminates his employment with us for good reason or we terminate his employment without cause: (i) we must pay Mr. Panush an amount equal to the compensation to which he would otherwise have been entitled to had he remained employed by us for two years after such termination, based on his salary in effect on the date of termination; and (ii) the full acceleration of any equity awards subject to time-based vesting upon his termination date. The benefits provided for in connection with a change in control are subject to Mr. Panush’s delivery of a release of claims in a form reasonably acceptable to us. The employment agreement also contains customary provisions relating to, among other things, employee representations and warranties, confidentiality, non-competition and assignment of inventions requirements.

On August 18, 2005, we entered into an employment agreement with Mr. Arieli. The employment agreement was effective as of August 1, 2005 and shall continue in effect until terminated in accordance with its terms. Upon the termination of his employment, Mr. Arieli will be entitled to severance benefits in accordance with the laws of the State of Israel. In February 2021, Mr. Arieli’s employment agreement was amended to provided that, as of July 1, 2021, our contributions to the severance pay component of Mr. Arieli’s pension fund shall be in lieu of severance pay, in accordance with Section 14 of the Severance Pay Law, 1963-14, of Israel, and Mr. Arieli shall not be entitled to any other additional payments of severance pay with respect to the period beginning on such date. The employment of Mr. Arieli may be terminable at any time by either party and for any reason with six months prior written notice, except as further described below. If we terminate Mr. Arieli’s employment without providing the requisite notice period, Mr. Arieli will be entitled to an amount equal to six months of his then applicable monthly base salary. In May 2007, to provide consistency with the employment agreements of Messrs. Wertheizer and Issachar Ohana, our former EVP Worldwide Sales, our board of directors determined that if Mr. Arieli resigns for good reason or if the company, or an acquiring or succeeding corporation after a change in control of our company, terminates him, other than for cause, within 12 months after the change in control event, then Mr. Arieli’s then outstanding options would vest in full, and on April 1, 2024, we clarified with Mr. Arieli that this determination would also apply to all time-based equity awards, including restricted stock units. In November 2013, to provide further consistency with the employment agreements of Messrs. Wertheizer and Ohana, our board of directors determined that if Mr. Arieli resigns for good reason or if the company, or an acquiring or succeeding corporation after a change in control of our company, terminates him, other than for cause, within 12 months after the change in control event, then he would be entitled to the compensation, including medical and, to the extent applicable, pension benefits, to which he would otherwise have been entitled had he remained employed by us for two years, and that the vesting of all of his outstanding equity awards would also accelerate in full, with Mr. Arieli agreeing with us on April 1, 2024 that this acceleration would only apply to time-based equity awards. In November 2022, Mr. Arieli’s employment agreement was further amended to provide that, as of January 1, 2023, (i) his gross monthly salary increased by 12.7%, (ii) he will be requested to provide us six months’ prior written notice should he desire to terminate his employment and we must provide six months prior written notice to terminate his employment without cause, unless we pay him a sum equal to the salary he would otherwise be entitled to during the period, (iii) if he resigns for good reason, including as a result of death, he will be entitled to payment of a sum equal to the salary that he would otherwise be entitled to during the six month period from the date of delivery of the resignation notice, and (iv) we may terminate his employment for cause without advance notice and without derogating from any remedy to which we may be entitled.

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On April 4, 2019, we entered into an amended and restated employment agreement with Mr. Boukaya in connection with his appointment as Chief Operating Officer. The employment of Mr. Boukaya is terminable at any time by either party and for any reason with six months prior written notice, except as further described below. If we terminate Mr. Boukaya’s employment without providing the requisite notice period, Mr. Boukaya will be entitled to an amount equal to six months of his then applicable monthly base salary. Upon termination of his employment, Mr. Boukaya will be entitled to severance benefits in accordance with the laws of the State of Israel. In February 2021, Mr. Boukaya’s employment agreement was amended to provided that, as of July 1, 2021, our contributions to the severance pay component of Mr. Boukaya’s pension fund shall be in lieu of severance pay, in accordance with Section 14 of the Severance Pay Law, 1963-14, of Israel, and Mr. Boukaya shall not be entitled to any other additional payments of severance pay with respect the period beginning on such date. In November 2022, Mr. Boukaya’s employment agreement was further amended to provide that, as of January 1, 2023, (i) his title will be changed to Executive Vice President and Chief Operating Officer, (ii) his gross monthly salary will be increased, (iii) he will be requested to provide us six months’ prior written notice should he desire to terminate his employment and we must provide six months prior written notice to terminate his employment without cause, unless we pay him a sum equal to the salary he would otherwise be entitled to during the period, (iv) he may resign for good reason, without advance notice, including as a result of his death, in which case he will be entitled to payment of a sum equal to the salary that he would otherwise be entitled to during the six month period from the date of delivery of the resignation notice, and (v) if within twelve months after a change in control, he terminates his employment with us for certain good reasons, or we terminate his employment without cause, he will be entitled to compensation he would otherwise have been entitled to had he remained employed with us for two years after such termination, based on his salary in effect on the date of termination, and all outstanding and unvested time-based equity awards granted by us to him will fully vest.

On December 7, 2022, our board of directors appointed Gweltaz Toquet, who previously served as the Company’s Vice President of Sales for Europe and Asia Pacific, as Chief Commercial Officer (“CCO”) of the Company effective January 1, 2023 (the “Promotion Date”), in connection with which we entered into an addendum (the “Addendum”) to his prior employment agreement, which provides for, among other things, (i) an increase in Mr. Toquet’s annual salary; (iii) Mr. Toquet’s entitlement to participate in our sales commission plan, (iv) the grant of RSUs pursuant to the 2011 Plan effective on the Promotion Date with a value equal to $100,000, one-third of which will vest on each anniversary of the Promotion Date, conditioned upon Mr. Toquet’s continued service with us through each such vesting date; (v) a notice requirement such that should Mr. Toquet desire to terminate his employment with us, he is requested to provide us with six months’ prior written notice, and conversely, should we desire to terminate Mr. Toquet’s employment without cause, we must provide Mr. Toquet with six months’ prior written notice, unless we pay Mr. Toquet a sum equal to the salary that he would otherwise be entitled to during such six-month period; (vi) if Mr. Toquet resigns for good reason, including as a result of his death, we must pay him a sum equal to the salary that he would otherwise be entitled to during the six-month period from the date of delivery of the resignation notice; (vii) we may terminate Mr. Toquet’s employment for cause without advance notice and without derogating from any remedy to which we may be entitled; and (viii) if, within twelve months after a change in control, Mr. Toquet terminates his employment with us for good reason or we terminate his employment without cause, he will receive pay in an amount equal to the compensation to which he would otherwise have been entitled to had he remained employed by us for one year after such termination, based on his salary in effect on the date of termination, and all outstanding and unvested time-based equity awards granted by us to Mr. Toquet will accelerate and vest in full. The benefits provided for in connection with a change in control are subject to Mr. Toquet’s delivery of a release of claims in a form reasonably acceptable to us.

Potential Payments Upon Termination or Change of Control

The subsequent tables set forth the potential amount of compensation to each of Messrs. Panush, Arieli, Toquet and Boukaya in the event of immediate termination of such executive officer’s employment and, where applicable, a change in control of our company occurred as of December 31, 2023. The calculations for Messrs. Panush, Arieli and Boukaya are based on the exchange rate of NIS into the U.S. dollars at December 31, 2023.

Name: Amir Panush	Termination for Cause or Resignation w/o Good Reason ($)		Termination w/o Cause, Resignation for Good Reason or upon Death ($)		Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($)

Salary related		-		628,309		1,256,618
Bonus related		-		439,816		-
Unvested Shares of Time-Based Restricted Stock Units		-		1,395,575		1,395,575
Accrued Vacation Pay		27,023		27,023		27,023
Total		27,023		2,490,723		2,679,216

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Name: Yaniv Arieli	Termination for Cause or Resignation w/o Good Reason ($)		Termination w/o Cause, Resignation for Good Reason or upon Death ($)		Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($)

Salary related		-		162,474		649,895
Benefits related		-		55,805		223,219
Unvested Shares of Time-Based Restricted Stock Units		-		414,117		414,117
Accrued Vacation Pay		84,624		84,624		84,624
Total		84,624		717,020		1,371,855

Name: Gweltaz Toquet	Termination for Cause or Resignation w/o Good Reason ($)		Termination w/o Cause, Resignation for Good Reason or upon Death ($)		Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($)

Salary related		-		116,196		232,391
Unvested Shares of Time-Based Restricted Stock Units		-		-		276,381
Swedish pension		-		11,620		23,239
Accrued Vacation Pay		18,341		18,341		18,341
Total		18,341		146,156		550,352

Name: Michael Boukaya	Termination for Cause or Resignation w/o Good Reason ($)		Termination w/o Cause, Resignation for Good Reason or upon Death ($)		Termination w/o Cause or Resignation for Good Reason within 12 months of Change in Control ($)

Salary related		-		138,103		552,411
Unvested Shares of Time-Based Restricted Stock Units		-		-		342,966
Accrued Vacation Pay		2,690		2,690		2,690
Total		2,690		140,793		898,067

Pay Versus Performance

The compensation committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with shareholder interests and links pay to performance through a blend of short-term and long-term performance measures. In 2023, incentive pay made up 59% of our Chief Executive Officer’s target total direct compensation and, on average, 69% of our other named executive officers’ target total direct compensation. This high utilization of incentive compensation results in higher total realized pay when our executive officers exceed the compensation committee-approved performance targets. Conversely, failure to achieve the approved targets results in lower realized pay, including the possibility that some awards pay zero at the end of their performance period.

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As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how the Company aligns executive compensation with our performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.”

Pay-Versus-Performance Table

	Summary				Summary				Average Summary Compensation Table Total for		Average Compensation Actually Paid		Value of Initial Fixed $100 Investment Based On:
Year	Compensation Table Total for PEO 1 – A. Panush¹		Compensation Actually Paid to PEO 1 – A. Panush²		Compensation Table Total for PEO 2 – G. Wertheizer¹		Compensation Actually Paid to PEO 2 – G. Wertheizer²		Non-PEO Named Executive Officers¹		to Non-PEO Named Executive Officers²		Total Shareholder Return³		Peer Group Total Shareholder Return⁴		Net Income (loss)⁵			Total Revenues⁶
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)			(k)
2023	$	3,945,887	$	2,409,828		N/A		N/A	$	1,261,805	$	733,942	$	84	$	213	$	(11,878,000	)	$	97,419,000
2022		N/A		N/A	$	2,064,442	$	1,359,538	$	1,184,102	$	846,947	$	95	$	158	$	(23,183,000	)	$	120,583,000
2021		N/A		N/A	$	2,900,681	$	5,154,793	$	1,252,677	$	2,345,304	$	160	$	230	$	396,000		$	113,832,000
2020		N/A		N/A	$	3,046,985	$	5,057,919	$	1,284,745	$	2,290,490	$	169	$	161	$	(2,379,000	)	$	100,326,000

(1)

The dollar amounts reported in columns (b), (d) and (f) represent the amount of total compensation reported for the following executives for each corresponding covered year in the “Total” column of the table set forth under “Executive Compensation –– Compensation Tables – 2023 Summary Compensation.”

■

PEO 1: Amir Panush, our Chief Executive Officer for 2023.

■

PEO 2: Gideon Wertheizer, our former Chief Executive Officer for the years 2022, 2021 and 2020.

■

Other Non-PEO Named Executive Officers (Other “NEOs”) for each of the covered years: for 2023, 2022, 2021, and 2020, Yaniv Arieli, our Chief Financial Officer, and Michael Boukaya, our Chief Operating Officer; for 2022, 2021, and 2020, Issachar Ohana, our former EVP Worldwide Sales; and for 2023, Mr. Toquet, our Chief Commercial Officer.

(2)

The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid” to our PEO 1, Mr. Panush and PEO 2, Mr. Wertheizer, as computed in accordance with Item 402(v) of Regulation S-K, and our other NEOs for each covered fiscal year (e.g., for 2023, Messrs. Arieli, Boukaya and Toquet). In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the “compensation actually paid”:

Year

Executive

Reported

Summary

Compensation

Table Total

Reported

Grant Date

Fair Value of

Equity Awards

in Summary

Compensation

Table^(a)

Equity

Award

Adjustments^(b)

Compensation

Actually Paid

2023

PEO 1 – A. Panush

Other NEOs*

$3,945,887

$1,261,805

($3,109,760)

($852,586)

$1,573,701

$324,724

$2,409,828

$733,942

2022

PEO 2 – G. Wertheizer

Other NEOs*

$2,064,442

$1,184,102

($845,081)

($397,635)

$140,177

$60,479

$1,359,538

$846,947

2021

PEO 2 – G. Wertheizer

Other NEOs*

$2,900,681

$1,252,677

($1,242,867)

($532,895)

$3,496,979

$1,625,522

$5,154,793

$2,345,304

2020

PEO 2 – G. Wertheizer

Other NEOs*

$3,046,985

$1,284,745

($1,989,128)

($768,919)

$4,000,062

$1,774,664

$5,057,919

$2,290,490

*Presented on an average basis.

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(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year, and were deducted from the applicable reported Summary Compensation Table Total.

(b)

The equity award adjustments for each covered fiscal year were added to the applicable reported Summary Compensation Table Total and each include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

Executive

Year End

Fair Value

of Equity

Awards

Granted in

Covered

Fiscal Year

Year over

Year

Change in

Fair Value of

Outstanding

and

Unvested

Equity

Awards

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted

and Vested

in Covered

Fiscal Year

Year over

Year

Change in

Fair Value

of Equity

Awards

Granted in

Prior Fiscal

Years that

Vested in

Covered

Fiscal Year

Fair Value at

End of Prior

Fiscal Year

of Equity

Awards

Granted in

Prior Fiscal

Years that

Failed to

Meet Vesting

Conditions

during

Covered

Fiscal Year

Value of

Dividends

or other

Earnings

Paid on

Stock or

Option

Awards in

Covered

Fiscal Year

Prior to

Vesting

Date not

Otherwise

Included in

Total

Compensation

Total

Equity

Award

Adjustments

2023

PEO 1 – A. Panush

Other NEOs*

$1,573,701

$297,509

($15,144)

$42,358

$1,573,701

$324,724

2022

PEO 2 – G. Wertheizer

Other NEOs*

$444,759

$169,408

($289,296)

($81,841)

$50,827

($15,286)

($77,915)

$140,177

$60,479

2021

PEO 2 – G. Wertheizer

Other NEOs*

$451,209

$214,773

($5,055)

($10,021)

$3,050,824

$1,420,770

$3,496,979

$1,625,522

2020

PEO 2 – G. Wertheizer

Other NEOs*

$3,155,672

$1,547,785

$667,459

$190,542

$176,932

$36,338

$4,000,062

$1,774,664

*Presented on an average basis.

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Equity Award Valuations: PSU grant date fair values are calculated using the stock price as of the date of grant assuming target performance. The valuation assumptions used to calculate the fair values of the PSUs held by the PEOs and other NEOs that were earned and vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price and performance accrual modifier as of year-end and as of the date of vest (or including the probable outcome of any such awards subject to performance conditions). RSU grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the RSUs held by the PEOs and other NEOs that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of year-end and as of each vesting date. The fair value of the tranches of Mr. Ohana’s RSUs that were originally scheduled to vest in 2023, 2024, and 2025 have been calculated and included in the equity award adjustments for 2022 for our other NEOs, as the vesting of these award tranches was accelerated to December 31, 2022, upon his separation from the Company. PSUs held by Mr. Wertheizer (PEO 2) and Mr. Ohana remained outstanding and unvested as of December 31, 2022, and are included above for year 2022.

(3)

Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2019) by our share price at the beginning of the measurement period.

(4)	Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is S&P Semiconductors Select Index, a published industry index.

(5)	The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year.

(6)	Refers to total revenues as reported in our audited financial statements for each covered fiscal year.

Financial Performance Measures

Our compensation philosophy seeks to create a performance-oriented environment by rewarding executive officers for the achievement of our business objectives, both short-term and long-term. We believe that our executive officers’ compensation should not be based on the short-term performance of our stock, whether favorable or unfavorable, but rather that the price of our stock will, in the long-term, reflect our operating performance and ultimately the management of the company by our executive officers. For the most recently completed fiscal year, our key performance measures, in no particular order, were:

■

Total revenues

■

Total licensing and related revenues

■

Non-GAAP earnings per share

Relationship Between Compensation Actually Paid and Performance Measures

The Pay-versus-Performance table above and the charts below demonstrate that the compensation actually paid to our PEO and other NEOs is generally aligned with our performance for metrics presented in the tabular disclosure over the covered period, including TSR, net income and total revenues.

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Compensation Actually Paid and Company TSR

As shown in the chart below, the amount of compensation actually paid to Mr. Wertheizer (PEO 2) and the average amount of compensation actually paid to our other NEOs as a group is generally aligned with our TSR relative to the S&P Semiconductor Select Index, in that our compensation actually paid increased for 2021 following our TSR exceeding our peer group TSR in 2020, and our compensation actually paid decreased significantly for 2022 and, for our other NEOs as a group, further decreased in 2023, following the significant underperformance of our TSR compared to our peer group in 2021 and sustained TSR underperformance thereafter. Compensation for Mr. Panush (PEO 1) in 2023 significantly exceeds compensation for Mr. Wertheizer (PEO 2) in 2022 notwithstanding the comparative decline in TSR because this compensation includes Mr. Panush’s one-time sign-on RSU award with a $1.2 million grant value.

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Compensation Actually Paid and Net Income

The chart below illustrates the correlation between compensation actually paid to our PEOs and average compensation actually paid to our other NEOs against the Company’s net income. Our fiscal year 2022 net income was heavily influenced by the impact of a tax charge to record a valuation allowance in 2022, as well as by our decision to cease the development of the Immervision technology we acquired in 2019 and the related impairment charge, and increased research and development costs. We do not use net income, whether on a GAAP or non-GAAP basis, as a financial performance measure in our executive compensation program, but there is an indirect correlation between our profitability and compensation actually paid through the impact of EPS performance as an incentive plan metric on pay outcomes.

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Compensation Actually Paid and Total Revenue

The chart below compares the compensation actually paid to our PEOs and other NEOs with our revenue performance, the financial metric in our assessment that is most important for linking pay and performance in the covered years. Our increase in compensation actually paid from 2020 to 2021 correlated with our 23% year-over-year increase in total revenues from 2020 to 2021. However in 2022, despite a 10% increase in revenues, compensation actually paid declined due to lower incentive plan payouts and stock price declines. Compensation for Mr. Panush (PEO 1) in 2023 significantly exceeds compensation for Mr. Wertheizer (PEO 2) in 2022 notwithstanding the comparative decline in total revenues because this compensation includes Mr. Panush’s one-time sign-on RSU award with a $1.2 million grant value.

Compensation Committee Interlocks and Insider Participation

The current members of the compensation committee of our board of directors are Mses. Andrietti and Marced, and Mr. Silver. No member of this committee is a present or former officer or employee of Ceva or any of its subsidiaries. No executive officer of Ceva served on the board of directors or compensation committee of any entity which has one or more executive officers serving as a member of our board or compensation committee.

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DIRECTOR COMPENSATION

We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties to the company as well as the skill-level we require of members of our board.

2023 Director Compensation

Cash Compensation Paid to Board Members

Directors who are employees of Ceva do not receive any additional compensation for their services as directors. Directors who are not employees of Ceva are entitled to an annual retainer, payable in quarterly installments as follows (with fees for service as chair inclusive of fees for service as a member):

	Member		Chair

Board of Directors	$	40,000	$	62,500
Audit Committee	$	5,000	$	15,000
Compensation Committee	$	5,000	$	10,000
Nomination and Corporate Governance Committee	$	5,000	$	10,000

All directors are reimbursed for expenses incurred in connection with attending board and committee meetings.

Equity Award

Non-employee directors receive one equity award grant annually. Each director is granted shares of restricted stock units based on an annualized value of $124,670, which vests 50% on the first year anniversary of the grant date and the remaining 50% on the second year anniversary of the grant date. 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.

Compensation Paid to Former CEO and Director

On November 7, 2022, our board of directors and Mr. Wertheizer, our former Chief Executive Officer, reached an understanding regarding his decision to retire from his position as the Chief Executive Officer, effective January 1, 2023 (the “Transition Date”). In connection with his decision to retire from the position of Chief Executive Officer, Mr. Wertheizer entered into a Separation and Release Agreement (the “Separation Agreement”) and a consulting services agreement. After the Transition Date, Mr. Wertheizer continued to serve as a part-time employee in accordance with the terms of the Separation Agreement, which continued in full effect until six months following the Transition Date (such date, the “Retirement Date”).

Under the Separation Agreement, Mr. Wertheizer was entitled to his former monthly salary for when he was Chief Executive Officer, his 2022 annual bonus of approximately $295,000 in accordance with the terms of the 2022 Executive Bonus Plan which was paid out in February 2023, as well as severance pay accrued in his pension fund and all other supplemental severance pay required under applicable law which was a total of approximately $1,421,961. Furthermore, Mr. Wertheizer’s unvested time-based restricted stock units immediately vested in full on the Transition Date. In addition, Mr. Wertheizer entered into a consulting services agreement with us on November 7, 2022 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Wertheizer provided transition support services to us for a six-month period commencing on the Retirement Date. As consideration for his services, Mr. Wertheizer received a consulting fee of approximately $26,942 per month.

Neither the Separation Agreement nor the Consulting Agreement had any effect on Mr. Wertheizer’s board service, and following the Transition Date, Mr. Wertheizer continues to serve on our board of directors as a non-executive member. However, pursuant to the Separation Agreement, Mr. Wertheizer was not entitled to cash fees as a member of our board of directors while providing services under the Separation Agreement and Consulting Agreement, but nonetheless was entitled to an annual equity grant following the Retirement Date.

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Mr. Wertheizer resigned from the board on April 8, 2024.

Director Stock Ownership Guidelines

Our board of directors believes that, in order to align the interests of directors and stockholders, directors should have an equity stake in the company. In February 2015, the compensation committee recommended and the board adopted a set of stock ownership guidelines for directors so as to align the directors’ interests with those of our stockholders. Pursuant to the guidelines, existing directors are required to own (personally and collectively with members of the director’s immediate family or with family trusts) by February 2020 or within five years from the date of appointment or election, an amount of common stock with a fair market value equal to at least two times the total annual retainer cash compensation paid by the company for board service (excluding for this purpose compensation that is not paid to all independent directors, such as compensation for committee or chair service). For purposes of this ownership guideline, only vested RSUs would be considered when determining a director’s stock ownership. Except for Ms. Liu who joined the board in February 2021 and Ms. Andrietti who joined the board in August 2019, as of December 31, 2023, all of our directors were in compliance with our stock ownership guidelines.

Subsequent to his transition out of being our Chief Executive Officer, effective January 1, 2023, the stock ownership guidelines for directors applies to Mr. Wertheizer instead of the stock ownership guidelines for our named executive officers. The stock ownership guidelines for our named executive officers still applies to Mr. Panush, who joined the board in February 2024, instead of the stock ownership guidelines for directors.

2023 Director Compensation Table

Name	Directorship Fees Earned or Paid in Cash ($)		Equity Awards ($) (1)		All Other Compensation($)		Total ($)

Peter McManamon (2)		62,500		124,658		-		187,158
Bernadette Andrietti (3)		50,000		124,658		-		174,658
Jaclyn Liu (4)		40,000		124,658		-		164,658
Maria Marced (5)		55,000		124,658		-		179,658
Sven-Christer Nilsson (6)		55,000		124,658		-		179,658
Louis Silver (7)		60,000		124,658		-		184,658
Gideon Wertheizer (8)		-		124,658		569,391		649,049

(1)	The amounts shown in this column do not reflect compensation actually received by the directors. Instead, the amounts represent the aggregate grant date fair value of the awards based on FASB ASC No. 718. In 2023, RSUs granted to our non-employee directors were made pursuant to our 2011 Plan.

(2)	Mr. McManamon was granted 4,879 RSUs in 2023. As of March 25, 2024 Mr. McManamon had outstanding stock options to purchase 28,000 shares of our common stock and 6,776 RSUs.

(3)	Ms. Andrietti was granted 4,879 RSUs in 2023. As of March 25, 2024, Ms. Andrietti had outstanding 6,776 RSUs.

(4)	Ms. Liu was granted 4,879 RSUs in 2023. As of March 25, 2024, Ms. Liu had outstanding 6,776 RSUs.

(5)	Ms. Marced was granted 4,879 restricted stock units in 2023. As of March 25, 2024, Ms. Marced had outstanding 6,776 RSUs.

(6)	Mr. Nilsson was granted 4,879 restricted stock units in 2023. As of March 25, 2024, Mr. Nilsson had outstanding 6,776 RSUs.

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(7)	Mr. Silver was granted 4,879 RSUs in 2023. As of March 25, 2024, Mr. Silver had outstanding stock options to purchase 52,000 shares of our common stock and had outstanding 6,776 RSUs.

(8)

Pursuant to the Separation Agreement, Mr. Wertheizer was not entitled to cash fees as a member of our board of directors while providing services under the Separation Agreement and Consulting Agreement, but nonetheless was entitled to the annual equity grant following his Retirement Date. Accordingly, Mr. Wertheizer was granted 4,879 RSUs in 2023. As of March 25, 2024, Mr. Wertheizer had outstanding 4,879 RSUs. All other compensation for Mr. Wertheizer consists of salary payments under the Separation Agreement in the amount of $237,714, consulting payments under the Consulting Agreement in the amount of $150,821, and other compensation in the total amount of $180,856, which included car allowance and other perquisites in the amount of $14,912, Israeli social benefits in the amount of $35,211, study fund in the amount of $17,740, Israeli social insurance in the amount of $5,476 and accrued vacation paid in the amount of $107,517. The foregoing amounts were originally denominated in NIS, and such amounts were translated into the U.S. dollar at the exchange rate of NIS into the U.S. dollars at the time of payment or accrual.

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PROPOSAL 2 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, added Section 14A to the Securities Exchange Act of 1934, as amended, which enables our stockholders to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.

As described in detail under the heading “Compensation Discussion and Analysis,” our compensation philosophy supports our key business objectives of creating value for, and promoting the interests of, our stockholders. In order to align the interests of our executives with those of our stockholders, we believe that our executive compensation arrangements must provide our named executive officers with competitive compensation opportunities, based upon both their contribution to the development and financial success of the company and their personal performance. We believe our executive compensation arrangements strike the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders. This balance is evidenced by the following:

●

We provide a significant part of executive compensation in the form of performance based incentives. The goals under the performance-based bonus plan and performance-based equity awards are generally challenging. Bonuses under the performance-based plan are capped and a significant portion of the bonuses would not be payable for a particular year if the company fails to achieve the specified financial goals.

●

90% of the 2023 Executive Bonus Plan is based upon the company’s achievement of financial performance targets, consisting of a 2023 total revenues target, a royalty revenue target and an annual non-GAAP fully diluted EPS target, with the remaining 10% attributable to execution on key customer agreements that will materially impact licensing and related revenues, one of our top three financial performance measures when considering executive compensation.

●	A significant portion of the bonus payable to Messrs. Panush, Arieli and Boukaya is subject to financial thresholds such that if the company fails to meet the financial thresholds in 2023, a significant portion of the bonus would not be payable.

●	The bonus payable to Messrs. Panush, Arieli and Boukaya is subject to target and maximum award opportunities to further incentivize our executive officers.

●	All executive officers received performance-based restricted stock grants.

●	The cash bonus plan for Mr. Toquet is subject to financial and strategic goals.

●

Our compensation arrangements for the named executive officers are simple, consisting principally of base salary, annual bonus, which may or may not be awarded annually based on a performance-based bonus plan established for that year, and long-term incentive awards, currently in the form of performance-based restricted stock units for all executive officers, which again may or may not be awarded annually at the discretion of our compensation committee.

●	We align base salaries with strong pay-for-performance orientation and our compensation committee generally takes a conservative approach on base salary increases.

●	A significant portion of our named executive officers’ compensation is in the form of long-term incentive awards. Moreover, our compensation committee generally takes a conservative approach on grants of long-term incentive awards.

●	We do not provide any nonqualified defined contribution or other deferred compensation plans to our named executive officers.

●	We do not provide tax gross-ups to our named executive officers.

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●	None of the employment agreements with our named executive officers includes any “single trigger” change-in-control provisions or golden parachute arrangements.

●	The perquisites offered to our named executive officers based in Israel are those generally provided to all of our employees based in Israel.

●

Our compensation committee is updated on compensation best practices and trends. The committee from time to time, as appropriate, engages the services of a compensation consultant to provide advice on compensation trends and market information to assist the committee in designing our compensation programs and making compensation decisions.

The vote on this resolution is not intended to address any specific element of compensation; rather, the advisory vote relates to the compensation of our named executive officers, as described in this proxy statement. The vote is advisory, and therefore it is not binding on the company, our compensation committee or our board of directors. Our compensation committee will carefully consider the outcome of the vote when considering future executive compensation arrangements.

The affirmative vote of a majority of the shares present or represented and entitled to vote either in person or by proxy is required to approve this Proposal 2. Virtual attendance at our annual meeting constitutes presence in person for purposes of the vote required under our bylaws.

Accordingly, we ask our stockholders to vote on the following resolution at the annual meeting:

“RESOLVED, that the compensation of the named executive officers, as disclosed in the company’s proxy statement for the 2024 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION, AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL 3 - 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, 2024

Our audit committee has selected Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as our auditors for the current fiscal year, subject to ratification by our stockholders at the annual meeting. We expect a representative of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) to be available via teleconference at the annual meeting to respond to appropriate questions and to make a statement if he or she so desires.

Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as our independent accountants. However, the audit committee of the board of directors is submitting the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the audit committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the audit committee in its discretion may direct the appointment of different independent accountants at any time during the year if they determine that such a change would be in the best interests of the company and its stockholders.

Independent Auditors Fees and Other Matters

The following table summarizes the fees for professional services provided by Ernst & Young,* our independent auditors, billed to us for each of the last two fiscal years:

Fee Category	2022($)		2023($)
Audit Fees (1)		464,105		521,950
Audit-Related Fees (2)		1,346		44,074
Tax Fees (3)		129,149		86,129
Total Fees		594,600		652,153

*Fees are billed by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global.

(1)

Audit fees consist of fees for the annual audit, the reviews of the interim financial statements included in our quarterly reports on Form 10-Q, and statutory audits required internationally and services related to internal control reviews and assistance with Section 404 internal control reporting requirements. Fees for services related to internal control reviews and assistance with Section 404 internal control reporting requirements are based on fees received to date and estimated fees yet to be billed.

(2)	Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees.”

(3)	Tax fees consisted of fees for tax compliance, tax advice, tax audit and tax planning services, including with respect to cost sharing and transfer pricing.

All fees described above were approved by the audit committee of the board of directors.

Pre-Approval Policy and Procedures

The audit committee has adopted an audit and non-audit services pre-approval policy relating to the approval of all audit and non-audit services that are to be performed by our independent auditor. Under this policy, in 2022, the audit committee pre-approved the provision by Ernst & Young of specified audit services, including the audit of Ceva’s consolidated financial statements for 2023, review of Ceva’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q, audit of Ceva’s effectiveness of internal control over financial report and statutory audit and tax returns for the Israeli subsidiary. The audit committee also pre-approved the provision by Ernst & Young of specified audit related services, including services associated with SEC registration statements, consultation with company management about accounting or disclosure treatment of transactions or events and auditors’ confirmation on specific financial data. Furthermore, the audit committee also pre-approved the provision by Ernst & Young of specified tax related services, including a project relating to implementation of the new revenue recognition rules, international and domestic tax planning and audit, advice and compliance, tax only valuation services, expatriation tax assistance and compliance, non-direct taxes consultation, relocation tax services and due diligence related services.

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Both the audit committee and the independent auditor believe the implementation of this policy will not adversely affect the auditor’s independence.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF KOST FORER GABBAY & KASIERER (A MEMBER OF ERNST & YOUNG GLOBAL) AS OUR AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this proxy statement or future filings made by us under those statutes, the below audit committee report shall not be deemed filed with the United States Securities and Exchange Commission and shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by us under those statutes.

The audit committee of our board of directors is composed of three members. The audit committee acts under a written charter, which is available for review on our website at www.ceva-ip.com.

The audit committee has reviewed our audited financial statements for 2023 and has discussed these financial statements with our management and our independent auditors.

Our management is responsible for the preparation of our financial statements and for maintaining an adequate system of disclosure controls and procedures and internal control over financial reporting for that purpose. Our independent auditors are responsible for conducting an independent audit of our annual financial statements in accordance with generally accepted accounting principles and issuing a report on the results of their audit. The audit committee is responsible for providing independent, objective oversight of these processes.

The audit committee has also received from, and discussed with, our independent auditors various communications that our independent auditors are required to provide to the audit committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

Our independent auditors also provided the audit committee with the written disclosures and the letter required by the Public Company Accounting Oversight Board regarding its communications with the audit committee concerning independence. Our auditors are required annually to disclose in writing all relationships that in their professional opinion may reasonably be thought to bear on their independence. The audit committee has discussed with the auditors their independence from us.

Based on its discussions with management and the independent auditors, and its review of the representations and information provided by management and the independent auditors, the audit committee recommended to our board of directors that the audited financial statements be included in our annual report on Form 10-K for 2023. The audit committee has also recommended the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) and, based on our recommendation, the board of directors has selected Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as our independent auditors for the fiscal year ending December 31, 2024, subject to stockholder ratification.

By the Audit Committee of the Board of Directors of Ceva, Inc.

Louis Silver (Chair)

Sven-Christer Nilsson

Maria Marced

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STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING AND
NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS

Pursuant to Rule 14a‑8 under the Exchange Act and our bylaws, any proposal that a stockholder wishes to be considered for inclusion in our proxy statement for the 2025 annual meeting of stockholders, including nomination of directors, must be submitted to our office at Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary, no later than December 11, 2024 (the date 120 days before the anniversary of the date of this proxy statement).

Pursuant to Rule 14a-4(c) under the Exchange Act and our bylaws, the proxies to be solicited by our board of directors for the 2025 annual meeting will confer discretionary authority on the proxy holders to vote on any stockholder proposal presented at such annual meeting if we fail to receive notice of such stockholder’s proposal for the meeting by February 24, 2025 (the date 45 days before the anniversary of the date of this proxy statement) or, if later, the date 90 days before the date of the 2025 annual meeting.

In addition to providing timely advanced notice of any matter a stockholder wishes to present at an annual meeting of stockholders, with respect to general stockholder proposals, the stockholder also must submit all of the information specified in our bylaws. For a nomination, the required information includes identifying and stockholding information about the nominee, information about the stockholder making the nomination, and the stockholder’s ownership of and agreements related to our stock. The stockholder must also provide the nominee’s consent to serve if elected. Please refer to the relevant provisions of our bylaws for additional information and requirements regarding stockholder nominations and other stockholder proposals. A copy of our bylaws may be obtained by visiting the Investor Relations page of our website at ceva-ip.com/investor-relations under “Governance Documents” or by contacting our Corporate Secretary.

HOUSEHOLDING OF PROXY STATEMENT

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. Under this procedure, certain stockholders of record who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of our Notice of Internet Availability of Proxy Materials and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. If you receive a single set of proxy materials as a result of householding, and you would like to have separate copies of our Notice of Internet Availability of Proxy Materials, annual report, or proxy statement mailed to you, please call or write us at the following address or phone number: Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary, +1 240-308-8328, ir@ceva-ip.com. If you would like to receive separate copies of the annual report and proxy statement in the future, or if you have received multiple copies and in the future would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number. However, please note that if you want to receive a paper proxy or voting instruction form or other proxy materials for purposes of this year’s annual meeting, follow the instructions included in the Notice of Internet Availability of Proxy Materials that was sent to you.

OTHER MATTERS

Our board of directors presently knows of no other business that will be presented for consideration at the annual meeting other than those described above. However, if any other business should come before the annual meeting, it is the intention of the persons named in the enclosed proxy to vote, or otherwise act, in accordance with their best judgment on such matters.

It is important that proxies be cast promptly. Therefore, stockholders are requested to cast their proxy as instructed in the Notice of Internet Availability of Proxy Materials whether or not they expect to attend the meeting. If you request a paper proxy card, please complete, date, and sign the form of proxy and return it promptly in the envelope provided.

	By order of the board of directors,






	/s/ Amir Panush
	Amir Panush
	Chief Executive Officer

April 10, 2024
Rockville, Maryland