Sector: Information Technology
ARTERIS INC · Meeting: June 2, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Viana has served since 2016 and passes all policy screens: no overboarding concern (three outside board seats, all non-public or private), no attendance issues disclosed, no familial relationships to management, and the stock's 3-year return of +528.8% outpaces the XLK technology ETF benchmark by +414.1 percentage points, far exceeding the 65-point threshold required to trigger an against vote.
Cantwell has served since 2014 as Lead Independent Director, passes all policy screens: no overboarding, attendance at 75% or more of all meetings confirmed in the proxy, no familial relationships to management, and the company's exceptional 3-year stock performance (+528.8% vs. XLK benchmark of +114.7%) clears every TSR threshold by a wide margin.
Kunkel joined the board in September 2024, meaning he has been a director for less than 24 months as of the meeting date and is therefore fully exempt from the TSR performance trigger under policy; he also brings deep semiconductor IP industry expertise from 30 years at Synopsys that is directly relevant to Arteris's business.
All three Class II nominees pass every policy screen. The company's 3-year stock price return of +528.8% outperforms the XLK technology ETF by +414.1 percentage points, comfortably above the 65-point trigger threshold applicable to companies with strong positive absolute returns, so no TSR-based against votes are warranted for any nominee. Kunkel is additionally exempt as a director with less than 24 months of tenure. No overboarding, attendance, independence, or familial-relationship concerns were identified for any nominee.
CEO
K. Charles Janac
Total Comp
$2,166,523
Prior Support
N/A
Arteris discloses that, as an emerging growth company, it is not required to hold a non-binding advisory vote on executive compensation and has not done so; accordingly, there is no Say on Pay proposal on this ballot and no prior-year support figure to evaluate. The CEO's total reported compensation of $2,166,523 for 2025 is reasonable for a $1.1 billion technology company CEO and includes a meaningful variable component (stock awards of $635,513, option awards of $557,924, and a performance-based cash bonus of $480,530), meaning fixed base salary of $477,000 represents approximately 22% of total pay, well within the 40% fixed-pay ceiling. The company's stock performance has been outstanding, with a 1-year return of +303.8% and a 3-year return of +528.8%, strongly supporting the view that incentive pay has been aligned with shareholder outcomes.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,310,000
Non-Audit Fees
$377,000
Non-audit fees (tax fees of $177,000 plus other fees of $177,000 plus all other fees of $200,000, totaling $377,000) represent approximately 28.8% of audit fees ($1,310,000), well below the 50% threshold that would trigger an against vote. The other-fees component relates to a one-time Form S-3 securities offering registration, which is a transient item rather than an ongoing advisory relationship. Deloitte is a Big 4 firm fully appropriate for a $1.1 billion market-cap company. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted.
The 2026 Arteris annual meeting contains two formal proposals: election of three Class II directors and ratification of Deloitte as auditor. All three director nominees pass every policy screen and benefit from exceptional stock performance that far outpaces the XLK technology ETF benchmark; the auditor fee structure is clean with non-audit fees well below the 50% threshold; and while no formal Say on Pay vote appears on the ballot (the company is exempt as an emerging growth company), the CEO's disclosed compensation structure shows a healthy mix of performance-based pay consistent with the company's strong shareholder returns.
