CEVA, Inc. Reports Director/Officer Changes and Compensatory Arrangements

TL;DR

CEVA leadership shakeup and new pay details filed.

AI Summary

CEVA, Inc. filed an 8-K on February 14, 2025, reporting events that occurred on February 10, 2025. The filing pertains to the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes information on other events and financial statements/exhibits.

Why It Matters

This filing indicates potential shifts in the company's leadership and executive compensation structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in directors and officers, especially if unexpected, can signal internal shifts or strategic realignments that may carry risks.

Key Players & Entities

• CEVA, INC. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value CEVA The Nasdaq Global Mar
• $6,000 — eceive an additional quarterly bonus of $6,000 each if specified quarterly revenue tar
• $10,000 — tegic account bonus of either $6,000 or $10,000 each time he successfully executes a ne
• $40,000 — : (1) a board member will increase from $40,000 to $45,000; (2) the chair of the Board
• $45,000 — rd member will increase from $40,000 to $45,000; (2) the chair of the Board will increa
• $22,500 — Board will increase from an additional $22,500 to $57,500, such that the total cash re
• $57,500 — increase from an additional $22,500 to $57,500, such that the total cash retainer for
• $62,500 — e chair of the Board will increase from $62,500 to $102,500; (3) members on each of the
• $102,500 — the Board will increase from $62,500 to $102,500; (3) members on each of the Audit Commi
• $5,000 — Governance Committee will increase from $5,000 to $7,500; and (4) the chair of the Com
• $7,500 — Committee will increase from $5,000 to $7,500; and (4) the chair of the Compensation
• $15,000 — Committee will increase from $10,000 to $15,000, as summarized in the table below: Non
• $124,670 — ll increase from an annualized value of $124,670 to $165,000. The annual equity grant, w
• $165,000 — from an annualized value of $124,670 to $165,000. The annual equity grant, which has his

Filing Documents

• ceva20250212_8k.htm (8-K) — 72KB
• ex_777781.htm (EX-10.1) — 27KB
• 0001437749-25-004043.txt ( ) — 238KB
• ceva-20250210.xsd (EX-101.SCH) — 3KB
• ceva-20250210_def.xml (EX-101.DEF) — 11KB
• ceva-20250210_lab.xml (EX-101.LAB) — 15KB
• ceva-20250210_pre.xml (EX-101.PRE) — 11KB
• ceva20250212_8k_htm.xml (XML) — 3KB

01. OTHER EVENTS

ITEM 8.01. OTHER EVENTS. Amended Non-Employee Director Compensation Policy On February 11, 2025, the Board, upon recommendation from the Committee following its annual assessment of the Board's compensation program, approved the following changes to the cash and equity compensation of non-employee directors (as amended, the "Amended and Restated Director Compensation Policy"), which changes adjust the Board's compensation program to more closely align with the non-employee director compensation practices of the Corporation's peer group: Annual Cash Retainer Effective January 1, 2025, the annual cash retainer fee for service as: (1) a board member will increase from $40,000 to $45,000; (2) the chair of the Board will increase from an additional $22,500 to $57,500, such that the total cash retainer for the chair of the Board will increase from $62,500 to $102,500; (3) members on each of the Audit Committee, Compensation Committee and Nomination and Corporate Governance Committee will increase from $5,000 to $7,500; and (4) the chair of the Compensation Committee will increase from an additional $5,000 to $7,500, such that the total additional cash retainer for the chair of the Compensation Committee will increase from $10,000 to $15,000, as summarized in the table below: Non-Chair Member Chair Prior New Prior New Board of Directors $ 40,000 $ 45,000 $ 62,500 $ 102,500 Audit Committee $ 5,000 $ 7,500 $ 15,000 $ 17,500 Compensation Committee $ 5,000 $ 7,500 $ 10,000 $ 15,000 Nomination and Corporate Governance Committee $ 5,000 $ 7,500 $ 10,000 $ 12,500 Equity Compensation Effective immediately, the annual equity grant of restricted stock units to continuing non-employee directors will increase from an annualized value of $124,670 to $165,000. The annual equity grant, which has historically been granted on or about July 1 of each year, will be made following a director's election or re-election to the B

01. FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits: Exhibit Number Description 10.1 2025 Incentive Plan for Gweltaz Toquet, Chief Commercial Officer (portions of this exhibit are redacted). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Indicates management compensatory plan or arrangement. Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CEVA, INC. Date: February 14, 2025 By: /s/ Yaniv Arieli Name: Yaniv Arieli Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR