ceva20230217_8k.htm
false 0001173489 0001173489 2023-02-14 2023-02-14
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): February 14, 2023
 
CEVA, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
000-49842
(Commission File Number)
77-0556376
(I.R.S. Employer Identification No.)
   
15245 Shady Grove Road, Suite 400, Rockville, MD
(Address of Principal Executive Offices)
20850
(Zip Code)
 
 
(240)-308-8328
(Registrant’s Telephone Number, Including Area Code)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.001 per share
CEVA
The NASDAQ Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Security Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
 
2023 Executive Bonus Plan for Chief Executive Officer, Chief Financial Officer and Chief Operating Officer
 
On February 14, 2023, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of CEVA, Inc. (the “Corporation”) approved a 2023 Executive Bonus Plan (the “2023 Executive Plan”), effective as of January 1, 2023, for Amir Panush, the Corporation’s Chief Executive Officer, Yaniv Arieli, the Corporation’s Chief Financial Officer, and Michael Boukaya, the Corporation’s Chief Operating Officer.
 
The Committee believes that the 2023 Executive Plan is an important part of maintaining the overall competitiveness of the Corporation’s executive compensation program and serves as an effective device to motivate its executive officers to achieve the financial and strategic goals and objectives reflected in the Corporation’s annual operating plan, which are designed to further the creation of long-term stockholder value.
 
Parameters of the 2023 Executive Plan are as follows:
 
Weighting
Financial Target
Threshold
for Receipt
of Bonus
Linear Calculation Above
90% or 50% of Target
Linear Calculation above 100% of
Target
40%
Specified 2023 revenue target approved by the Board (the “2023 Revenue Target”)
90% of 2023 Revenue Target
If the Corporation achieves between 90% and 100% of the 2023 Revenue Target, that percentage of the bonus amount, subject to 40% weighting, would be payable
For the 2023 Revenue Target, if the actual result exceeds 100% of the target, every 1% increase 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 40% weighting
40%
Specified 2023 non-GAAP earnings per share approved by the Board (the “2023 EPS Target”)
90% of 2023 EPS Target
If the Corporation achieves 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 the actual result exceeds 100% of the target, every 1% increase 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 40% weighting
10%
Specified 2023 royalty revenue target (the “2023 Royalty Target”)
90% of 2023 Royalty Target
If the Corporation achieves 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 the actual result exceeds 100% of the target, every 1% increase 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
 
1
 
 
In addition, 5% weighting will be applied to execution of each of two covered customer agreements on parameters set by the Committee (the “2023 Customer Targets”), the achievement of which will be determined by the Compensation Committee in its sole discretion.
 
Under the 2023 Executive 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
%
     120
%
Yaniv Arieli
     50
%
     75
%
Michael Boukaya
     50
%
     75
%
 
Payment of bonuses (if any) will be made in 2024. Bonuses will be paid in cash in a single lump sum, subject to payroll taxes and tax holdings. 
 
Due to their strategic significance, the Corporation believes that the disclosure of the 2023 Revenue Target, 2023 EPS Target, 2023 Royalty Target and 2023 Customer Targets under the 2023 Executive Plan and, as applicable, the 2023 Incentive Bonus Plan discussed below, would cause future competitive harm to the Corporation and therefore are not disclosed.
 
The above is a description of the 2023 Executive Plan provided pursuant to Paragraph 10(iii) to Item 601 of Regulation S-K, which requires a written description of a compensatory plan when there is no formal document containing the compensation information.
 
2023 Incentive Bonus Plan for Chief Commercial Officer
 
On February 14, 2023, the Corporation entered into a 2023 Incentive Plan (the “Toquet 2023 Plan”) with Gweltaz Toquet, the Corporation’s Chief Commercial Officer, effective as of January 1, 2023.
 
In accordance with the Toquet 2023 Plan, the first portion of his bonus is based on a formula using the 2023 Revenue Target multiplied by a specified commission rate. With regard to this component, a commission multiplier of 1.0 is applied to the commission rate based on 0% to 100% achievement of the 2023 Revenue Target, and a commission multiplier of 1.5 is applied to the commission rate based on the achievement of the 2023 Revenue Target beyond 100%. Mr. Toquet’s bonus based on the achievement of the 2023 Revenue Target is capped at SEK 1,750,000. Mr. Toquet is also eligible to receive an additional quarterly bonus of $6,000 each if specified quarterly revenue targets based on the 2023 Revenue Target are achieved and to receive an additional strategic account bonus of $6,000 or $10,000 each time he successfully executes a new intellectual property license agreement or co-creation services agreement, respectively, in each case meeting a certain predetermined royalty per chip and deal value. The commission-based bonus is payable quarterly based on the criteria discussed above and is subject to any applicable payroll taxes and tax withholdings.
 
Due to their strategic significance, the Corporation believes that the disclosure of the commission rates, quarterly revenue targets, and requisite strategic agreement terms under the Toquet 2023 Plan would cause competitive harm to the Corporation and therefore are not disclosed.
 
2
 
 
The foregoing description of the Toquet 2023 Plan is qualified in its entirety by reference to the complete text of the plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
2023 Equity Award to the Corporation’s Executive Officers
 
On February 14, 2023, the Committee granted 14,541, 9,996, 8,179 and 5,452 time-based restricted stock units (“RSU”), effective as of February 17, 2023, to each of Messrs. Panush, Arieli, Boukaya and Toquet. The RSU awards to each of Messrs. Arieli, Boukaya and Toquet were made pursuant to the Corporation’s 2011 Equity Incentive Plan (the “2011 Plan”), and the RSU award to Mr. Panush was 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 (an “Inducement Award”). The RSU grants vest 33.4% on February 17, 2024, 33.3% on February 17, 2025 and 33.3% on February 17, 2026.
 
Also, on February 14, 2023, the Committee granted 21,811, 6,664, 5,452 and 3,635 performance-based stock units (“PSUs”), effective as of February 17, 2023, to each of Messrs. Panush, Arieli, Boukaya and Toquet pursuant to the 2011 Plan with respect to all but Mr. Panush, whose received an Inducement Award (collectively, the “Short-Term Executive PSUs”). The performance goals for the Short-Term Executive PSUs with specified weighting are as follows:
 
Weighting
Goals
50%
Vesting of the full 50% of the PSUs occurs if the Corporation achieves the 2023 license, NRE 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 the Corporation’s achievement of the 2023 License Revenue Target is above 90% but less than 99% of the 2023 License Revenue Target, 91% to 99% of the eligible PSUs would be subject to vesting. If the Corporation’s 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 the Corporation achieves positive total shareholder return whereby the return on the Corporation’s stock for 2023 is greater than the S&P Semiconductors Select Industry index (the “S&P index”). The vesting threshold is if the return on the Corporation’s stock for 2023 is at least 90% of the S&P index. If the return on the Corporation’s 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 the Corporation’s 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 the Corporation achieves positive total shareholder return whereby the return on the Corporation’s stock for 2023 is greater than the Russell 2000 index (the “Russell index”). The vesting threshold is if the return on the Corporation’s stock for 2023 is at least 90% of the Russell index. If the return on the Corporation’s 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 the Corporation’s 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
 
Accordingly, assuming maximum achievement of the performance goals set forth above, PSUs representing an additional 30%, meaning an additional 6,543, would be eligible for vesting of Mr. Panush, and an additional 20%, meaning an additional 1,332, 1,090 and 727, would be eligible for vesting for each of Messrs. Arieli, Boukaya, and Toquet respectively.
 
Subject to achievement of the thresholds the above performance goals for 2023, the Short-Term Executive PSUs vest 33.4% on February 17, 2024, 33.3% on February 17, 2025 and 33.3% on February 17, 2026.
 
Also, on February 14, 2023, the Committee granted 60,587, 30,293, 30,293 and 30,293 PSUs, effective as of February 17, 2023, to each of Messrs. Panush, Arieli, Boukaya, and Toquet pursuant to the 2011 Plan with respect to all but Mr. Panush, whose received an Inducement Award (collectively, the “Long-Term Executive PSUs”). The Long-Term Executive PSUs shall vest in full upon the first achievement of any of the following performance goals: 
 
●
if the Corporation’s compound annual growth rate for non-GAAP earnings per share (“EPS”) for each fiscal year over the three-year period from 2022 through 2025 reaches 10% or if the Corporation’s non-GAAP EPS for any fiscal year reaches $1.00 during the period between January 1, 2023 and December 31, 2025;
 
●
if the Corporation’s non-GAAP operating margin for any fiscal year reaches 20% during the period between January 1, 2023 and December 31, 2025;
 
●
if the Corporation’s compound annual growth rate for revenue for each fiscal year over the three year period from 2022 through 2025 reaches 10% or if the Corporation’s revenue for any fiscal year reaches $180 million during the period between January 1, 2023 and December 31, 2025; or
 
●
If the Corporation’s market capitalization (defined as total outstanding shares as of a given date multiplied by the closing price for the Corporation’s common stock as quoted by the NASDAQ Stock Market) reaches at least $1.1 billion for at least 30 days of consecutive trading.
 
3
 
 
ITEM 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
10.1†   2023 Incentive Plan for Gweltaz Toquet, Chief Commercial Officer (portions of this exhibit are redacted).
 
99.1     Press release of CEVA, Inc., dated February 21, 2023.
 
104      Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
† Indicates management compensatory plan or arrangement.
 
4
 
 
SIGNATURES
 
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 21, 2023
  
 
By:
/s/ Yaniv Arieli
  
   
Yaniv Arieli
Chief Financial Officer
  
 
 
 
5

Exhibit 10.1

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH PORTIONS ARE MARKED AS INDICATED WITH BRACKETS (“[***]”) BELOW.

 

Feb 14, 2023

 

 

To: Gweltaz Toquet, CCO, CEVA, Inc. (the “Company”)

From: Amir Panush, CEO

 

 

 

2023 Incentive Bonus Plan (“IB Plan”)

 

This document details the composition for your Incentive Bonus for achieving pre-determined targets for calendar year 2023.

 

Effective date/terms: The IB Plan is effective from January 1, 2023 through December 31, 2023, unless modified in writing by the CEO. This plan supersedes all prior commission plans. The Company reserves the right to make changes to the IB Plan at any time with or without advance notice and for any reason, to the extent permitted by applicable law. The Company has the sole and absolute right and discretion to determine when incentive compensation under this IB Plan has been earned. All payments under this IB Plan are subject to deductions and withholdings required by applicable law. Nothing in this IB Plan changes your at-will employment status with the Company.

 

Plan Eligibility: The IB Plan applies to full-time sales personnel. If you resign, your employment is terminated, or you otherwise cease to be an employee of the Company for any reason, you will be eligible to receive payment under the IB Plan based on any revenue amount that is recognized by the Company on or before your last day of employment with the Company. You cannot earn incentive compensation under this IB Plan after your employment with the Company terminates for any reason.

 

The IB Plan provides incentive compensation for achieving recognized revenue targets within three components:

 

 

(A)

Company’s Annual Revenue Target (“CRT”)
 

(B)

Company’s Quarterly Revenue Target (“CQRT”)
 

(C)

Strategic Accounts License Agreements (“SA”)

 

For the purposes of the IB Plan, revenue amounts that are “recognized” means bookings that have been invoiced and recognized as revenue by the Company and paid after the end of an applicable quarter (or interim period ending on your termination of employment, if applicable) within 60 days. For purposes of this IB Plan, “bookings” means the Company has signed a deal with a customer, and such deal is not subject to any refund, chargeback, credit, or recoupment by the customer. In the event of any dispute, the Company’s formal, approved and legitimate booking records shall be dispositive evidence, and the determination of booking otherwise by the Company’s board of directors shall be binding absent manifest error.

 

 
 

 

CRT Compensation

 

1.

Payment for achieving 100% CRT (subject to additional payment on multiplier): SEK 1,750,000
 

-

CRT for Calendar Year 2023 is: $[***]
 

-

Commission Rate: [***]
 

-

Commission Multiplier: Will be applied to the commission rate per the matrix below:

 

Actual Revenue as Percentage of the CRT

Commission Multiplier to be Applied

From 0 to 100%

1.0

From 100% and above

1.5

 

 

While CRT is based on the Company’s annual targets, the IB Plan payment is calculated on a quarterly basis, with annual targets calculated pro rata for each quarter.

 

CQRT Compensation

 

$6,000 payment each quarter based on achievement of the following CQRT:

 

 

i.

Q1    $[***]
 

ii.

Q2    $[***]
 

iii.

Q3    $[***]
 

iv.

Q4    $[***]

 

Strategic Accounts Compensation

 

 

1.

$6,000 for each new booking of license agreement with any company approved by the CEO and that meets the following pre-requisites:
 

-

License agreement includes an IP licensing fee that is greater than $[***], excluding future or pre-paid royalties; and
 

-

Royalty revenue pricing is set at the lowest bracket of greater than $[***] per CEVA powered chip/device and for WIoT BU products greater $[***]per CEVA powered chip/device.

 

 

 

2.

$10,000 for each booking of co-creation services agreement that meets the following pre-requisites:
 

-

License fee, NRE and related fees greater than $[***], excluding future royalties or pre-paid royalties; and
 

-

Royalty revenue pricing at the lowest bracket, of greater than $[***] per CEVA powered chip/device and for WIoT BU products greater $[***] per CEVA powered chip/device.

 

 
 

 

Note: No double counting or double payment will apply for the above Strategic Accounts Compensation section.

 

Any booking must be approved by the Company in questionable deals, i.e., deals in which payment is not made per the applicable license agreement, changes are made to a deal, deal termination occurs, or other non-standard deal terms apply.

 

 

 

 

 

*         *         *

 

 

 

I have read and understand the 2023 Incentive Bonus Plan. I have received a copy of the plan for my record. I accept the terms and conditions of the IB Plan as outlined above and agree that my incentive compensation will be determined according to these terms and conditions.

 

 

/s/ Gweltaz Toquet   February 20, 2023
Gweltaz Toquest, CCO   Date
     
/s/ Amir Panush   February 21, 2023
Amir Panush, CEO   Date

                                    

                                          

 

 

CC:

Finance

HR, Employee File

 

 

 

Exhibit 99.1

 

 

 

 

 

 

CEVA, Inc. Announces Inducement Award in Connection with Appointment of Amir Panush as Chief Executive Officer

 

Company grants Mr. Panush restricted stock units and performance stock units as an inducement award with a total grant value of $3.2 million in connection with his appointment as Chief Executive Officer.

 

ROCKVILLE, MD., February 21, 2023 – CEVA, Inc. (NASDAQ: CEVA), the leading licensor of wireless connectivity and smart sensing technologies and co-creation solutions, today announced that it has granted an inducement award to Amir Panush in connection with his appointment as Chief Executive Officer.

 

The award to Mr. Panush was granted pursuant to the employment agreement entered into with Mr. Panush in November 2022, was an inducement material to Mr. Panush’ employment pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, and consisted of 14,541 time-based restricted stock units (“RSU”), up to 28,354 short-term performance-based stock units (“short-term PSUs”) and 60,587 long-term performance-based stock units (“long-term PSUs”). The RSUs comprising the inducement award will vest over three years. The short-term PSUs comprising the inducement award will vest over three years subject to the satisfaction of a license, non-recurring engineering and related revenue goal and a total shareholder return goal. The long-term PSUs comprising the inducement award will vest in full upon the satisfaction of any one of four sets of goals related to non-GAAP earning per share, non-GAAP annual operating margin goal, revenues and market capitalization. The award is subject to terms and conditions substantially similar to those of CEVA’s 2011 Equity Incentive Plan.

 

Additional information regarding the award will be described in a Current Report on Form 8-K to be filed by CEVA.

 

About CEVA, Inc.

CEVA is the leading licensor of wireless connectivity and smart sensing technologies and co-creation solutions for a smarter, safer, connected world. We provide Digital Signal Processors, AI engines, wireless platforms, cryptography cores and complementary software for sensor fusion, image enhancement, computer vision, voice input and artificial intelligence. These technologies are offered in combination with our Intrinsix IP integration services, helping our customers address their most complex and time-critical integrated circuit design projects. Leveraging our technologies and chip design skills, many of the world’s leading semiconductors, system companies and OEMs create power-efficient, intelligent, secure and connected devices for a range of end markets, including mobile, consumer, automotive, robotics, industrial, aerospace & defense and IoT.

 

 
 

 

Our DSP-based solutions include platforms for 5G baseband processing in mobile, IoT and infrastructure, advanced imaging and computer vision for any camera-enabled device, audio/voice/speech and ultra-low-power always-on/sensing applications for multiple IoT markets. For sensor fusion, our Hillcrest Labs sensor processing technologies provide a broad range of sensor fusion software and inertial measurement unit (“IMU”) solutions for markets including hearables, wearables, AR/VR, PC, robotics, remote controls and IoT. For wireless IoT, our platforms for Bluetooth (low energy and dual mode), Wi-Fi 4/5/6 (802.11n/ac/ax), Ultra-wideband (UWB), NB-IoT and GNSS are the most broadly licensed connectivity platforms in the industry.

 

CEVA is a sustainable and environmentally conscious company, adhering to our Code of Business Conduct and Ethics. As such, we emphasize and focus on environmental preservation, recycling, the welfare of our employees and privacy – which we promote on a corporate level. At CEVA, we are committed to social responsibility, values of preservation and consciousness towards these purposes.

 

Visit us at www.ceva-dsp.com and follow us on Twitter, YouTube, Facebook, LinkedIn and Instagram.

 

For More Information Contact:

 

Yaniv Arieli

CEVA, Inc.

CFO

+1.650.417.7941

[email protected] 

Richard Kingston

CEVA, Inc.

VP Market Intelligence, Investor & Public Relations

+1.650.417.7976

[email protected]