CEVA INC (CEVA)
Sector: Information Technology
2026 Annual Meeting Analysis
CEVA INC · Meeting: June 2, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Seven Directors
Against Analysis
Ms. Andrietti has served since 2019 and her full tenure overlaps with CEVA's severe stock underperformance — the stock fell 15.4% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained 55.9%, a gap of 71.3 percentage points that far exceeds the 30-point trigger threshold; the five-year record (-57.8% vs the benchmark) confirms this is sustained underperformance, not a temporary dip, so no mitigating adjustment applies.
Ms. Liu has served since February 2021 — more than three years — so her tenure fully overlaps with the period in which CEVA's stock declined 15.4% while the Russell 2000 Index (^RUT — Russell 2000) rose 55.9%, a 71.3 percentage-point gap that triggers a vote against; additionally, her law firm received $0.8 million in fees from CEVA in 2025, raising a related-party concern even though the engagement has since ended.
Ms. Marced has served since 2016 and her entire tenure encompasses CEVA's sustained stock decline — down 15.4% over three years and down 57.8% over five years — while the Russell 2000 Index (^RUT — Russell 2000) delivered strong positive returns over both periods, confirming that the underperformance is not a recent or temporary development.
Mr. McManamon has been on the board since 2003 and has served as chairman since 2005, making him directly accountable for the board's oversight during CEVA's sustained stock decline of 15.4% over three years and 57.8% over five years against a Russell 2000 Index (^RUT — Russell 2000) that rose meaningfully over both periods; as the longest-tenured director and chairman, there is no mitigating context available.
Mr. Panush joined the board in February 2024 — just over 24 months ago — so he is no longer within the new-director exemption window; as CEO, he bears primary executive responsibility for company performance, and CEVA's stock has fallen sharply relative to the Russell 2000 Index (^RUT — Russell 2000) during his tenure, with the company missing both its revenue and operating income targets in 2025; per policy, a vote against him as a director is independent of the Say on Pay evaluation.
Mr. Silver has served since 2002 and his tenure comprehensively spans CEVA's sustained stock underperformance — the stock lost 15.4% over three years and 57.8% over five years while the Russell 2000 Index (^RUT — Russell 2000) delivered positive returns over both periods, and as a long-standing audit and compensation committee member he bears direct oversight responsibility.
For Analysis
Mr. Faintuch joined the board in January 2025, well within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger; he brings relevant semiconductor industry experience from senior roles at GlobalFoundries, Intel, and Qualcomm.
Six of seven director nominees receive an AGAINST vote due to CEVA's severe stock underperformance relative to the Russell 2000 Index (^RUT — Russell 2000): the stock fell 15.4% over three years while the benchmark rose 55.9%, a 71.3 percentage-point gap that far exceeds the 30-point trigger threshold for companies with negative absolute TSR; the five-year record (-57.8%) confirms sustained underperformance with no mitigating improvement; only Mr. Faintuch, who joined in January 2025, is exempt as a new director within the 24-month window.
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 $664 million technology company; importantly, the pay-for-performance alignment appears to be functioning correctly — the stock underperformed the Russell 2000 Index (^RUT — Russell 2000) in 2025, and as a direct result executives received zero payout on the 50% of performance stock awards tied to TSR, and the cash bonus paid out at only 58% of target due to missed revenue and operating income goals. The company has a meaningful clawback policy, 50% or more of CEO equity is performance-based, and the prior year Say on Pay vote received 84% support, above the 70% threshold that would require a forced response.
Auditor Ratification
✓ FORAuditor
Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global)
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not disclose the auditor's tenure or a fee breakdown table, so the tenure trigger and non-audit fee ratio test cannot be evaluated; per policy, when tenure is not disclosed the default is to vote FOR and note the absence as a minor negative factor; Kost Forer Gabbay & Kasierer is a member of the Ernst & Young Global network, which is a Big 4 affiliate appropriate for a company of CEVA's size and complexity.
Overall Assessment
The 2026 CEVA ballot presents three standard proposals; the Say on Pay vote earns support because the incentive structure demonstrably reduced pay when the stock underperformed, but six of seven director nominees receive an AGAINST vote due to CEVA's severe and sustained stock underperformance — down 15.4% over three years versus a Russell 2000 Index (^RUT — Russell 2000) gain of 55.9% — with only the newly appointed Mr. Faintuch exempt under the 24-month new-director rule. The auditor ratification receives a FOR vote by default because tenure is not disclosed in the filing and no fee data is available to evaluate the non-audit fee ratio.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing