CEVA INC (CEVA)
Sector: Information Technology
2026 Annual Meeting Analysis
CEVA INC · Meeting: June 2, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors
Director since 2019 with relevant semiconductor and technology industry experience; CEVA's 3-year return of 84.0% outpaces the ^RUT — Russell 2000 benchmark by +28.4pp, well below the 80pp threshold required to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Joined the board in January 2025, meaning he has served less than 24 months and is exempt from the TSR trigger under policy; brings deep semiconductor executive experience from GlobalFoundries, Intel, and Qualcomm.
Director since February 2021 with corporate governance and M&A expertise; CEVA's 3-year return of 84.0% outpaces ^RUT — Russell 2000 by +28.4pp, well below the 80pp trigger threshold; the related-party relationship with Morrison & Foerster ended in Q4 2025 and was audit-committee approved, removing the ongoing independence concern.
Director since 2016 with extensive semiconductor industry experience including TSMC, NXP, and Intel; CEVA's 3-year return of 84.0% outpaces ^RUT — Russell 2000 by +28.4pp, well below the 80pp threshold; no overboarding, attendance, or independence issues identified.
Board chairman since 2005 with deep financial and strategic expertise; CEVA's 3-year return of 84.0% outpaces ^RUT — Russell 2000 by +28.4pp, well below the 80pp threshold required to trigger a vote against even a long-tenured director; no overboarding concerns identified.
CEO and director since February 2024, within the 24-month new-director exemption window under policy; subject to the TSR trigger analysis as an executive director, but the exemption applies given his tenure; brings direct operational knowledge of the company as its current CEO.
Director since 2002 with corporate advisory and legal experience; CEVA's 3-year return of 84.0% outpaces ^RUT — Russell 2000 by +28.4pp, well below the 80pp threshold; serves as audit committee chair and qualifies as an audit committee financial expert, no independence concerns.
All seven nominees receive a FOR vote. CEVA's strong 3-year stock return of 84.0% outperforms the ^RUT — Russell 2000 benchmark by +28.4 percentage points, far below the 80pp threshold needed to trigger a TSR-based against vote for any director. Amir Faintuch (joined January 2025) and Amir Panush (joined February 2024) both fall within the 24-month new-director exemption. No overboarding, attendance failures, independence violations, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Amir Panush
Total Comp
$4,691,010
Prior Support
84%%
CEO Amir Panush received total compensation of $4,691,010 in 2025, which is within a reasonable range for a CEO at a $1.3B information technology company and does not trigger the policy's individual threshold concern. The pay mix is appropriately variable: roughly 89% of total pay consists of stock awards and incentive compensation, well above the 50-60% performance-based minimum required by policy. The annual cash bonus paid out at only 58% of target because the company missed its revenue target by 6% and failed to achieve its operating income target, demonstrating that incentive pay is genuinely tied to performance outcomes. The prior year's say-on-pay vote received 84% support, well above the 70% threshold that would require visible changes, and CEVA's 3-year stock return of 84.0% outperforms the ^RUT — Russell 2000 benchmark by +28.4pp, supporting pay-for-performance alignment over the measurement period.
Auditor Ratification
✓ FORAuditor
Kost Forer Gabbay & Kasierer (Ernst & Young Global member)
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table was not included in the provided filing text, so the non-audit fee ratio trigger cannot be evaluated; per policy, when tenure cannot be confirmed from the filing, no negative tenure trigger is applied. Kost Forer Gabbay & Kasierer is a member of Ernst & Young Global, a Big 4 network, which is appropriate for a $1.3B market cap company. No material restatements were disclosed. The default vote is FOR in the absence of confirmed trigger conditions.
Actual Vote Results
Meeting held June 2, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Amir Panush | 99.6% | 18.8M | 73,727 | ✓ Elected |
| Amir Faintuch | 99.6% | 18.8M | 79,064 | ✓ Elected |
| Peter McManamon | 96.5% | 18.2M | 667,701 | ✓ Elected |
| Louis Silver | 95.8% | 18.1M | 798,267 | ✓ Elected |
| Maria Marced | 95.7% | 18.1M | 820,145 | ✓ Elected |
| Bernadette Andrietti | 95.0% | 18.0M | 955,562 | ✓ Elected |
| Jaclyn Liu | 91.0% | 17.2M | 1.7M | ✓ Elected |
Say on Pay
For 9.5M · Against 9.4M · Abstain 14,552
Auditor Ratification
For 21.7M · Against 385,124 · Abstain 9,940
Overall Assessment
CEVA's 2026 annual meeting presents three standard proposals: election of seven directors, ratification of the Ernst & Young network auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote — the director slate is clean with no TSR, overboarding, or independence concerns, the compensation program is genuinely performance-linked with below-target bonus payouts reflecting a year in which financial goals were missed, and no auditor independence red flags were identified.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing