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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

The compensation committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with shareholder interests and links pay to performance through a blend of short-term and long-term performance measures. In 2023, incentive pay made up 59% of our Chief Executive Officer’s target total direct compensation and, on average, 69% of our other named executive officers’ target total direct compensation. This high utilization of incentive compensation results in higher total realized pay when our executive officers exceed the compensation committee-approved performance targets. Conversely, failure to achieve the approved targets results in lower realized pay, including the possibility that some awards pay zero at the end of their performance period.

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how the Company aligns executive compensation with our performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.”

Pay-Versus-Performance Table

	Summary				Summary				Average Summary Compensation Table Total for		Average Compensation Actually Paid		Value of Initial Fixed $100 Investment Based On:
Year	Compensation Table Total for PEO 1 – A. Panush¹		Compensation Actually Paid to PEO 1 – A. Panush²		Compensation Table Total for PEO 2 – G. Wertheizer¹		Compensation Actually Paid to PEO 2 – G. Wertheizer²		Non-PEO Named Executive Officers¹		to Non-PEO Named Executive Officers²		Total Shareholder Return³		Peer Group Total Shareholder Return⁴		Net Income (loss)⁵			Total Revenues⁶
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)			(k)
2023	$	3,945,887	$	2,409,828		N/A		N/A	$	1,261,805	$	733,942	$	84	$	213	$	(11,878,000	)	$	97,419,000
2022		N/A		N/A	$	2,064,442	$	1,359,538	$	1,184,102	$	846,947	$	95	$	158	$	(23,183,000	)	$	120,583,000
2021		N/A		N/A	$	2,900,681	$	5,154,793	$	1,252,677	$	2,345,304	$	160	$	230	$	396,000		$	113,832,000
2020		N/A		N/A	$	3,046,985	$	5,057,919	$	1,284,745	$	2,290,490	$	169	$	161	$	(2,379,000	)	$	100,326,000

(1)

The dollar amounts reported in columns (b), (d) and (f) represent the amount of total compensation reported for the following executives for each corresponding covered year in the “Total” column of the table set forth under “Executive Compensation –– Compensation Tables – 2023 Summary Compensation.”

■

PEO 1: Amir Panush, our Chief Executive Officer for 2023.

■

PEO 2: Gideon Wertheizer, our former Chief Executive Officer for the years 2022, 2021 and 2020.

■

Other Non-PEO Named Executive Officers (Other “NEOs”) for each of the covered years: for 2023, 2022, 2021, and 2020, Yaniv Arieli, our Chief Financial Officer, and Michael Boukaya, our Chief Operating Officer; for 2022, 2021, and 2020, Issachar Ohana, our former EVP Worldwide Sales; and for 2023, Mr. Toquet, our Chief Commercial Officer.

PEO Total Compensation Amount

$ 3,945,887

$ 2,064,442

$ 2,900,681

$ 3,046,985

PEO Actually Paid Compensation Amount

$ 2,409,828

1,359,538

5,154,793

5,057,919

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid” to our PEO 1, Mr. Panush and PEO 2, Mr. Wertheizer, as computed in accordance with Item 402(v) of Regulation S-K, and our other NEOs for each covered fiscal year (e.g., for 2023, Messrs. Arieli, Boukaya and Toquet). In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the “compensation actually paid”:

Year

Executive

Reported

Summary

Compensation

Table Total

Reported

Grant Date

Fair Value of

Equity Awards

in Summary

Compensation

Table^(a)

Equity

Award

Adjustments^(b)

Compensation

Actually Paid

2023

PEO 1 – A. Panush

Other NEOs*

$3,945,887

$1,261,805

($3,109,760)

($852,586)

$1,573,701

$324,724

$2,409,828

$733,942

2022

PEO 2 – G. Wertheizer

Other NEOs*

$2,064,442

$1,184,102

($845,081)

($397,635)

$140,177

$60,479

$1,359,538

$846,947

2021

PEO 2 – G. Wertheizer

Other NEOs*

$2,900,681

$1,252,677

($1,242,867)

($532,895)

$3,496,979

$1,625,522

$5,154,793

$2,345,304

2020

PEO 2 – G. Wertheizer

Other NEOs*

$3,046,985

$1,284,745

($1,989,128)

($768,919)

$4,000,062

$1,774,664

$5,057,919

$2,290,490

*Presented on an average basis.

(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year, and were deducted from the applicable reported Summary Compensation Table Total.

(b)

The equity award adjustments for each covered fiscal year were added to the applicable reported Summary Compensation Table Total and each include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

Executive

Year End

Fair Value

of Equity

Awards

Granted in

Covered

Fiscal Year

Year over

Year

Change in

Fair Value of

Outstanding

and

Unvested

Equity

Awards

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted

and Vested

in Covered

Fiscal Year

Year over

Year

Change in

Fair Value

of Equity

Awards

Granted in

Prior Fiscal

Years that

Vested in

Covered

Fiscal Year

Fair Value at

End of Prior

Fiscal Year

of Equity

Awards

Granted in

Prior Fiscal

Years that

Failed to

Meet Vesting

Conditions

during

Covered

Fiscal Year

Value of

Dividends

or other

Earnings

Paid on

Stock or

Option

Awards in

Covered

Fiscal Year

Prior to

Vesting

Date not

Otherwise

Included in

Total

Compensation

Total

Equity

Award

Adjustments

2023

PEO 1 – A. Panush

Other NEOs*

$1,573,701

$297,509

($15,144)

$42,358

$1,573,701

$324,724

2022

PEO 2 – G. Wertheizer

Other NEOs*

$444,759

$169,408

($289,296)

($81,841)

$50,827

($15,286)

($77,915)

$140,177

$60,479

2021

PEO 2 – G. Wertheizer

Other NEOs*

$451,209

$214,773

($5,055)

($10,021)

$3,050,824

$1,420,770

$3,496,979

$1,625,522

2020

PEO 2 – G. Wertheizer

Other NEOs*

$3,155,672

$1,547,785

$667,459

$190,542

$176,932

$36,338

$4,000,062

$1,774,664

*Presented on an average basis.

Equity Award Valuations: PSU grant date fair values are calculated using the stock price as of the date of grant assuming target performance. The valuation assumptions used to calculate the fair values of the PSUs held by the PEOs and other NEOs that were earned and vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price and performance accrual modifier as of year-end and as of the date of vest (or including the probable outcome of any such awards subject to performance conditions). RSU grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the RSUs held by the PEOs and other NEOs that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of year-end and as of each vesting date. The fair value of the tranches of Mr. Ohana’s RSUs that were originally scheduled to vest in 2023, 2024, and 2025 have been calculated and included in the equity award adjustments for 2022 for our other NEOs, as the vesting of these award tranches was accelerated to December 31, 2022, upon his separation from the Company. PSUs held by Mr. Wertheizer (PEO 2) and Mr. Ohana remained outstanding and unvested as of December 31, 2022, and are included above for year 2022.

(3)

Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2019) by our share price at the beginning of the measurement period.

(4)	Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is S&P Semiconductors Select Index, a published industry index.

(5)	The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year.

(6)	Refers to total revenues as reported in our audited financial statements for each covered fiscal year.

Non-PEO NEO Average Total Compensation Amount

$ 1,261,805

1,184,102

1,252,677

1,284,745

Non-PEO NEO Average Compensation Actually Paid Amount

$ 733,942

846,947

2,345,304

2,290,490

Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid and Performance Measures

The Pay-versus-Performance table above and the charts below demonstrate that the compensation actually paid to our PEO and other NEOs is generally aligned with our performance for metrics presented in the tabular disclosure over the covered period, including TSR, net income and total revenues.

Compensation Actually Paid and Company TSR

As shown in the chart below, the amount of compensation actually paid to Mr. Wertheizer (PEO 2) and the average amount of compensation actually paid to our other NEOs as a group is generally aligned with our TSR relative to the S&P Semiconductor Select Index, in that our compensation actually paid increased for 2021 following our TSR exceeding our peer group TSR in 2020, and our compensation actually paid decreased significantly for 2022 and, for our other NEOs as a group, further decreased in 2023, following the significant underperformance of our TSR compared to our peer group in 2021 and sustained TSR underperformance thereafter. Compensation for Mr. Panush (PEO 1) in 2023 significantly exceeds compensation for Mr. Wertheizer (PEO 2) in 2022 notwithstanding the comparative decline in TSR because this compensation includes Mr. Panush’s one-time sign-on RSU award with a $1.2 million grant value.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

The chart below illustrates the correlation between compensation actually paid to our PEOs and average compensation actually paid to our other NEOs against the Company’s net income. Our fiscal year 2022 net income was heavily influenced by the impact of a tax charge to record a valuation allowance in 2022, as well as by our decision to cease the development of the Immervision technology we acquired in 2019 and the related impairment charge, and increased research and development costs. We do not use net income, whether on a GAAP or non-GAAP basis, as a financial performance measure in our executive compensation program, but there is an indirect correlation between our profitability and compensation actually paid through the impact of EPS performance as an incentive plan metric on pay outcomes.

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Total Revenue

The chart below compares the compensation actually paid to our PEOs and other NEOs with our revenue performance, the financial metric in our assessment that is most important for linking pay and performance in the covered years. Our increase in compensation actually paid from 2020 to 2021 correlated with our 23% year-over-year increase in total revenues from 2020 to 2021. However in 2022, despite a 10% increase in revenues, compensation actually paid declined due to lower incentive plan payouts and stock price declines. Compensation for Mr. Panush (PEO 1) in 2023 significantly exceeds compensation for Mr. Wertheizer (PEO 2) in 2022 notwithstanding the comparative decline in total revenues because this compensation includes Mr. Panush’s one-time sign-on RSU award with a $1.2 million grant value.

Tabular List, Table

Financial Performance Measures

Our compensation philosophy seeks to create a performance-oriented environment by rewarding executive officers for the achievement of our business objectives, both short-term and long-term. We believe that our executive officers’ compensation should not be based on the short-term performance of our stock, whether favorable or unfavorable, but rather that the price of our stock will, in the long-term, reflect our operating performance and ultimately the management of the company by our executive officers. For the most recently completed fiscal year, our key performance measures, in no particular order, were:

■

Total revenues

■

Total licensing and related revenues

■

Non-GAAP earnings per share

Total Shareholder Return Amount

$ 84

160

169

Peer Group Total Shareholder Return Amount

213