ceva20260409_def14a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a‑101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement	☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Rule 14a‑12

Ceva, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.
☐	Fee paid previously with preliminary materials:
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a‑6(i)(1) and 0‑11

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CEVA, INC.

15245 Shady Grove Road, Suite 400
Rockville, Maryland 20850

Notice of Annual Meeting of Stockholders
to be held on June 2, 2026

To the stockholders of Ceva, Inc.:

The annual meeting of stockholders of Ceva, Inc., a Delaware corporation (the “Company”), will be held on Tuesday, June 2, 2026, at 10:30 a.m., Eastern Time, virtually via the Internet. Stockholders will be able to listen, vote, and submit questions from any remote location that has Internet connectivity via live webcast by logging in at: www.virtualshareholdermeeting.com/CEVA2026. There will be no physical location for stockholders to attend. The purpose of the annual meeting is to consider and vote upon the following matters:

1.	To elect seven directors, as specifically set forth in the attached proxy statement, to serve until the 2027 annual meeting of stockholders or until their successors are elected and qualified;

2.	Advisory vote to approve named executive officer compensation;

3.	To ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as independent auditors of the Company for the fiscal year ending December 31, 2026; and

4.	To transact such other business as may properly come before the annual meeting, including any postponements or adjournments thereof.

Our board of directors presently has no knowledge of any other business to be transacted at the annual meeting.

The foregoing items of business are more fully described in the attached proxy statement.

On or about April 20, 2026, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record on April 9, 2026. The notice will contain instructions on how to vote your shares and how to access an electronic copy of our proxy materials, including this proxy statement and our annual report to stockholders, which contains our 2025 consolidated financial statements and other information of interest to you.

Holders of record of our common stock at the close of business on April 9, 2026 are entitled to receive the Notice of Internet Availability of Proxy Materials, this proxy statement and the 2025 annual report and to vote at the annual meeting.

The 2026 annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in‑person meeting. We urge you to attend the annual meeting virtually by logging in to our live webcast at: www.virtualshareholdermeeting.com/CEVA2026. However, to ensure your representation at the annual meeting, please vote as soon as possible and refer to the specific instructions for voting on the Notice of Internet Availability of Proxy Materials.

By order of the board of directors,

/s/ Amir Panush

Amir Panush
Chief Executive Officer

April 20, 2026
Rockville, Maryland

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: The notice, proxy statement and 2025 annual report are available at http://proxyvote.com.

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TABLE OF CONTENTS

		Page

PROXY STATEMENT		1
	NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS	1
	VOTING OF PROXIES	1
	STOCKHOLDERS ENTITLED TO VOTE	2
	QUORUM; VOTES REQUIRED	2
	EXPENSES OF SOLICITATION	3
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	3
	EQUITY COMPENSATION PLAN INFORMATION	5
PROPOSAL 1 ‑ ELECTION OF SEVEN DIRECTORS		6
CORPORATE GOVERNANCE		10
	CORPORATE GOVERNANCE OVERVIEW	10
	BOARD LEADERSHIP STRUCTURE	11
	THE BOARD’S ROLE IN RISK OVERSIGHT	11
	DIRECTOR INDEPENDENCE	11
	RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS	12
	BOARD OF DIRECTORS MEETINGS	12
	BOARD COMMITTEES	12
	AUDIT COMMITTEE	12
	COMPENSATION COMMITTEE	13
	NOMINATION AND GOVERNANCE COMMITTEE	13
	DIRECTOR ANNUAL EVALUATION	14
	DIRECTOR CANDIDATES	14
	LEADERSHIP SUCCESSION	14
	BOARD TENURE	15
	STOCKHOLDER ENGAGEMENT	15
	COMMUNICATING WITH THE INDEPENDENT DIRECTORS BY STOCKHOLDERS	16
	CODE OF BUSINESS CONDUCT AND ETHICS	17
	INSIDER TRADING POLICIES AND PROCEDURE	17
	PROHIBITION ON PLEDGING AND HEDGING OF COMPANY SECURITIES	17
	PRACTICES REGARDING TIMING OF EQUITY AWARD GRANTS	18
	COMPENSATION RECOUPMENT POLICY	18
	RESPONSIBLE BUSINESS	18
	CYBERSECURITY AND DATA PROTECTION	19
	DIRECTOR ATTENDANCE AT STOCKHOLDER MEETINGS	19
	TRANSACTIONS WITH RELATED PARTIES	19
	LEGAL PROCEEDINGS	19
	NO SUPERMAJORITY VOTE ON APPROVAL OF MERGERS OR OTHER BUSINESS COMBINATIONS	19
	CORPORATE GOVERNANCE GUIDELINES	19
EXECUTIVE OFFICERS		20

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EXECUTIVE COMPENSATION		21
	COMPENSATION DISCUSSION AND ANALYSIS	21
	REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS	31
	COMPENSATION TABLES	32
	NONQUALIFIED DEFERRED COMPENSATION	36
	CEO COMPENSATION PAY RATIO	36
	EMPLOYMENT AGREEMENTS	37
	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	38
	PAY VERSUS PERFORMANCE	40
	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	44
DIRECTOR COMPENSATION		45
	DIRECTOR COMPENSATION	45
	DIRECTOR STOCK OWNERSHIP GUIDELINES	45
	2025 DIRECTOR COMPENSATION TABLE	46
PROPOSAL 2 ‑ ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		47
PROPOSAL 3 ‑ RATIFICATION OF THE SELECTION OF KOST FORER GABBAY & KASIERER (A MEMBER OF ERNST & YOUNG GLOBAL) AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026		49
	INDEPENDENT AUDITORS FEES AND OTHER MATTERS	49
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS		51
STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING AND NOMINATIONS OF PERSONS FOR ELECTION TO THE BOARD OF DIRECTORS		52
HOUSEHOLDING OF PROXY STATEMENT		52
OTHER MATTERS		53

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CEVA, INC.

PROXY STATEMENT

For the Annual Meeting of Stockholders
to be held on June 2, 2026

This proxy statement is furnished to you in connection with the solicitation of proxies by our board of directors for the annual meeting of stockholders to be held on Tuesday, June 2, 2026, at 10:30 a.m., Eastern Time, virtually via the Internet, including any postponements or adjournments thereof. You will be able to attend the annual meeting, vote, and submit questions via live webcast by logging in at: www.virtualshareholdermeeting.com/CEVA2026. There will be no physical location for stockholders to attend.

A Notice of Internet Availability of Proxy Materials, this proxy statement, any accompanying proxy card or voting instruction form and our 2025 annual report to stockholders will be made available on or about April 20, 2026 to our stockholders of record on April 9, 2026 at http://proxyvote.com. Paper copies of the proxy materials may be obtained by following the instructions on the Notice of Internet Availability of Proxy Materials. The 2025 annual report incorporates our annual report on Form 10‑K for 2025, including financial statements and financial statement schedules, but excluding exhibits, as filed with the Securities and Exchange Commission (the “SEC”). A copy of our annual report on Form 10‑K for 2025, including financial statements and financial statement schedules, as filed with the SEC, may be obtained without charge by sending a written request therefor to Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary. We will furnish requesting stockholders with any exhibit to our annual report on Form 10-K for 2025 upon payment of a reasonable fee. Our annual report on Form 10‑K for 2025 and the exhibits thereto, as well as our other filings with the SEC, may be accessed, free of charge, on our website at www.ceva‑ip.com and on the SEC’s website at www.sec.gov, as soon as practicable after filing. Our website and the information contained therein or connected thereto are not intended to be incorporated into this proxy statement.

Notice of Internet Availability of Proxy Materials

Under rules adopted by the SEC, we may furnish our proxy materials to our stockholders over the Internet, rather than mailing printed copies of those materials to each stockholder. Each stockholder who receives a Notice of Internet Availability of Proxy Materials has the right to vote on all matters presented at the annual meeting. Our stockholders will not receive a printed copy of the proxy materials unless requested. Instead, the Notice of Internet Availability of Proxy Materials will provide instructions as to how a stockholder may access and review a copy of our proxy materials on the Internet, including this proxy statement and our 2025 annual report. Internet distribution of our proxy materials is designed to expedite receipt by stockholders, lower the cost of the annual meeting, and conserve natural resources. However, if a stockholder would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If a stockholder shares an address with another stockholder and has received only one Notice of Internet Availability of Proxy Materials, such stockholder may write to us at the following address to request a separate copy of these materials at no cost to such stockholder: Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary. Beneficial owners (i.e., holders of our common stock through a broker or other nominee, not in their own names) may contact their broker or other nominee to request a separate copy of these materials.

Voting of Proxies

Voting by Proxy Card. All shares entitled to vote and represented by properly executed proxy cards received prior to the annual meeting, and not revoked, will be voted at the annual meeting in accordance with the instructions indicated on those proxy cards.

Voting by Telephone or the Internet. A stockholder may vote his, her or its shares by calling the toll‑free number indicated on the Notice of Internet Availability of Proxy Materials and following the recorded instructions or by accessing the website indicated on the Notice of Internet Availability of Proxy Materials and following the instructions provided. When a stockholder votes via the Internet or by telephone, his, her or its vote is recorded immediately. We encourage stockholders to vote using these methods whenever possible.

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Voting by Attending the Meeting. A stockholder of record may vote his, her or its shares at the virtual annual meeting. Stockholders who attend the virtual annual meeting should follow the instructions at www.virtualshareholdermeeting.com/CEVA2026 to vote during the meeting. If your shares are held in “street name” or by a broker or other nominee, you should follow the instructions at www.virtualshareholdermeeting.com/CEVA2026 to vote during the meeting.

Revocability of Proxies. Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. If the shares of common stock are held in your name, you may revoke your proxy (1) by filing with our Corporate Secretary, before the taking of the vote at the annual meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy relating to the same shares, or (2) by attending the annual meeting and voting at the meeting (although attendance at the annual meeting will not by itself revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the annual meeting. Such written notice of revocation or subsequent proxy card should be sent to Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850, Attention: Corporate Secretary. If your shares are held in “street name” or by a broker or other nominee, you should follow the directions provided by your broker or other nominee regarding how to revoke your proxy.

If no instructions are indicated on a properly executed proxy card, the shares represented by that proxy card will be voted as recommended by the board of directors.

If a stockholder grants a proxy, the proxy holders will have discretion to vote the shares on any other matters which are properly presented at the annual meeting for consideration, including a motion to adjourn or postpone the annual meeting to another time or place for the purpose of soliciting additional proxies, unless a stockholder expressly withholds authorization for the proxies to use their discretion. Amir Panush, our Chief Executive Officer and a member of our board of directors, Yaniv Arieli, our Chief Financial Officer, and Dotan Bar-Natan, our Chief Legal Officer, have been selected as proxy holders by our board of directors.

Stockholders Entitled to Vote

Our board of directors has fixed April 9, 2026 as the record date for determination of stockholders entitled to vote at the annual meeting. Only holders of record of our common stock at the close of business on the record date are entitled to notice of and to vote at the annual meeting. On April 9, 2026, there were 27,859,369 shares of our common stock outstanding and entitled to vote. Each share of common stock will have one vote for each matter to be voted upon at the annual meeting.

Quorum; Votes Required

The holders of a majority of the shares of common stock issued and outstanding and entitled to vote at the annual meeting will constitute a quorum for the transaction of business at the annual meeting. Shares of our common stock held by stockholders present in person or represented by proxy, including shares held by stockholders that abstain or do not vote with respect to one or more of the matters presented for stockholder approval, will be counted for purposes of determining whether a quorum is present at the annual meeting. Virtual attendance at our annual meeting constitutes presence in person for purposes of quorum at the meeting. An automated system administered by Broadridge Financial Solutions Inc. will tabulate votes cast by proxy, and a representative from Broadridge will act as inspector of elections to tabulate votes cast at the annual meeting.

If you provide voting instructions, your shares will be voted as you direct. If you do not furnish voting instructions with respect to shares registered in the name of organizations that are not governed by FINRA Rule 2251, those shares will not be voted at the meeting because such organizations do not have discretionary voting power. If you do not furnish voting instructions to brokerage firms that are governed by FINRA Rule 2251, one of two things can happen, dependent on whether a proposal is “routine.” Under FINRA Rule 2251, brokerage firms, banks, broker‑dealers and other similar organizations have discretion to cast votes on routine matters, such as the ratification of the appointment of an independent auditor, without voting instructions from their clients. Brokerage firms, banks, broker‑dealers and other similar organizations are not permitted, however, to cast votes on “non‑routine” matters, such as the election of directors or advisory votes to approve the compensation of the Company’s named executive officers, without such voting instructions. A broker non‑vote occurs when a broker or other nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and votes on one or more “routine” matters but does not vote on one or more “non-routine” matters because such broker or other nominee does not have the discretionary voting authority to vote the shares with respect to such “non-routine” matters. In that case a broker non-vote is recorded for each “non-routine” matter for which the broker or other nominee did not vote on.

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With respect to Proposal 1 of this proxy statement, in an uncontested election, each director nominee will be elected by the affirmative vote of a majority of the votes cast by the holders of our common stock present in person (virtually) or represented by proxy at the meeting and entitled to vote on his/her election (that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee). Abstentions and broker non-votes are not considered votes cast and will have no effect on the election of each director nominee.

In an uncontested election, any nominee for director who receives a greater number of votes cast “against” such individual’s election than votes cast “for” such election shall promptly tender his or her resignation to our board of directors following certification of the stockholder vote. The nomination and governance committee of the board will promptly consider the resignation offer and recommend to the board of directors the action to be taken with respect to such offered resignation. The board of directors will consider and act on the nomination and governance committee’s recommendation. Thereafter, the board of directors will disclose promptly its decision whether to accept the director’s resignation and the reasons for the decision, if applicable, in a public filing with the SEC within 90 days following the date of the certification of the annual meeting election results. Any director tendering a resignation under such circumstances will not participate in the decision‑making by the nomination and governance committee or the board of directors regarding whether or not to accept the resignation offer.

With respect to Proposal 2 of this proxy statement, the affirmative vote of a majority of shares of our common stock present in person (virtually) or represented by proxy at the annual meeting and entitled to vote is required for approval, although such vote will not be binding on us. With respect to Proposal 3 of this proxy statement, the affirmative vote of a majority of shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote is required for approval. Abstentions will have the same effect as votes “against” on Proposals 2 and 3. Broker non-votes will have no effect on Proposal 2. Broker non-votes are not expected for Proposal 3, however any such broker non-votes would have no effect on Proposal 3.

Expenses of Solicitation

We will bear all expenses of this solicitation, including the cost of preparing and mailing this solicitation material. We may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of the Company may also solicit proxies by telephone, letter, electronic mail, facsimile or other means of communication. Such directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out‑of‑pocket expenses in connection with such solicitation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of April 9, 2026, regarding the beneficial ownership of shares of our common stock by (a) each person or entity known by us to own beneficially more than 5% of the outstanding shares of our common stock, (b) each of our “named executive officers,” as described under the heading “Executive Compensation ‑ Compensation Discussion and Analysis” below, (c) each of our directors and director nominees, and (d) our current directors and executive officers as a group. The address of each of our directors and named executive officers is c/o Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850.

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Beneficial ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect to the shares of common stock. The percentages are based on 27,859,369 shares of our common stock outstanding as of April 9, 2026. Shares of our common stock subject to equity‑based awards currently exercisable or exercisable within 60 days of April 9, 2026 are deemed outstanding for purposes of computing the percentage beneficially owned by the person holding the equity‑based awards, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person. Except as indicated by footnote, we believe that the persons named in this table, based on information provided by them, have sole voting and investment power with respect to the shares of common stock indicated.

	Shares of Our Common Stock Beneficially Owned					Equity‑based Awards Included in Shares of Our Common Stock Beneficially Owned
Name of Beneficial Owner	Number		Percent			Number
Senvest Management, LLC⁽¹⁾		2,209,771		7.9	%		-
BlackRock, Inc.⁽²⁾		1,871,507		6.7	%		-
Morgan Stanley⁽³⁾		1,609,575		5.8	%		-

*Directors and Named Executive Officers*
Bernadette Andrietti		19,438		*			6,198
Amir Faintuch		8,110		*			6,198
Jaclyn Liu		29,239		*			6,198
Maria Marced		31,269		*			6,198
Peter McManamon		331,354		1.2	%		20,198
Sven‑Christer Nilsson		48,615		*			6,198
Louis Silver		63,005		*			19,198
Amir Panush		153,128		*			-
Yaniv Arieli		114,242		*			-
Gweltaz Toquet		36,100		*			-
Michael Boukaya		41,719		*			-
All current directors and executive officers as a group (11 persons)		876,219		3.1	%		70,386

*	Represents less than 1% of the outstanding shares of common stock.

(1)

Senvest Management, LLC filed a Schedule 13G/A with the SEC on November 13, 2025, reporting aggregate beneficial ownership of 2,209,771 shares of our common stock as of September 30, 2025. The information contained in this table is derived from such filing. The address of the reporting person is 540 Madison Avenue, 32nd floor, New York, NY 10022.

(2)

BlackRock, Inc. filed a Schedule 13G/A with the SEC on January 8, 2026, reporting aggregate beneficial ownership of 1,871,507 shares of our common stock as of December 31, 2025. The information contained in this table is derived from such filing. The address of the reporting person is 50 Hudson Yards, New York, NY 10001.

(3)

Morgan Stanley filed a Schedule 13G with the SEC on August 7, 2025, reporting aggregate beneficial ownership of 1,609,575 shares of our common stock as of June 30, 2025. The information contained in this table is derived from such filing. The address of the reporting person is 1585 Broadway, New York, NY 10036.

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Equity Compensation Plan Information

The following table sets forth certain information regarding our equity compensation plans as of December 31, 2025.

	Number of shares to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining a vailable for future issuance under equity compensation plans
Equity compensation plans approved by security holders
Ceva 2003 Director Stock Option Plan		27,000	$	27.17
Ceva 2011 Stock Incentive Plan⁽¹⁾		1,790,722	$	0.35	⁽²⁾		1,088,491
Ceva 2002 Employee Stock Purchase Plan		n/a		n/a			553,333
Equity compensation plans not approved by security holders
Ceva 2023 Employment Inducement Grant⁽³⁾		65,430		n/a			-
Total		1,883,152	$	0.72			1,641,824

(1)

As of December 31, 2025, up to an aggregate of 6,050,000 shares of common stock were authorized for grant under the 2011 Stock Incentive Plan (the “2011 Plan”), plus the additional number of shares that would otherwise return to the Company’s 2002 Stock Incentive Plan (the “2002 Plan”) or the 2003 Director Stock Option Plan as a result of forfeiture, termination or expiration of option and stock appreciation right awards previously granted under the 2002 Plan or 2003 Director Stock Option Plan, as applicable, each of which were rolled over to the 2011 Plan. As of December 31, 2025, 1,348,779 of the outstanding awards under the 2011 Plan were time‑based RSUs, 411,918 were PSUs, and 30,025 were options with a weighted average exercise price of $20.91. As of December 31, 2025, there were no outstanding options under the 2002 Plan.

(2)	Reflects weighted average exercise price of outstanding options, restricted stock units (“RSUs”) and performance‑based restricted stock units (“PSUs”). RSUs and PSUs have an exercise price of zero.

(3)	Consists of 4,843 RSUs and 60,587 PSUs, in each case, outstanding as of December 31, 2025 pursuant to the 2023 inducement award to Mr. Panush.

Non-Stockholder Approved Plans

2023 Inducement Award to CEO

Effective February 17, 2023, we granted to Amir Panush, our Chief Executive Officer, 14,541 time-based RSUs, 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”) as an inducement award material to Mr. Panush’s employment pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, on terms substantially similar to those of the 2011 Plan. The vesting terms of the inducement award are as follows: the time-based RSUs vest over three years, with one-third vesting on each of the first three anniversaries of the grant date; the short-term PSUs were eligible to vest 50% based on relative TSR over the 2023 calendar year compared to two stock indices and the remaining 50% based on the Company’s achievement of the budgeted license, NRE and related revenue amount for 2023; and the long-term PSUs vest subject to the goals described in the “Compensation Discussion and Analysis – Modification of 2023 Long-Term PSU Awards.”

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PROPOSAL 1 ‑ ELECTION OF SEVEN DIRECTORS

Unless otherwise instructed, the persons named in the accompanying proxy will vote to elect as directors the seven nominees named below, all of whom are currently directors of Ceva. Each director will be elected to hold office until the 2027 annual meeting of stockholders and until his or her successor is elected and qualified. Each of the nominees has indicated his or her willingness to serve on our board of directors, if elected; however, if any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our board of directors. Our board of directors has no reason to believe that any of the nominees will be unable to serve if elected. Sven-Christer Nilsson will retire from our board of directors, effective immediately prior to the annual meeting, and will not stand for re-election.

The following table sets forth certain information with respect to our nominees to serve as directors as of April 20, 2026.

Name	Age	Director Since	Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years
Bernadette Andrietti⁽¹⁾⁽²⁾	64	2019	Ms. Andrietti has enjoyed a successful thirty-plus year career with Intel Corporation following various technical positions at STMicroelectronics. At Intel, she held a series of executive positions, most recently as Vice President of Sales and Marketing of the EMEA region from March 2011 to October 2019 and as President of Intel France from 2003 to October 2017, as well as served as an industry consultant from November 2019 to July 2024. Ms. Andrietti holds a Baccalaureate Degree in Mathematics and Physics. She also has an engineering degree in Micro Electronics and Telecommunications from ESIEE Paris. We believe Ms. Andrietti’s qualifications to sit on our board include her technical background, her expertise in sales, marketing, brand management and M&A relating to the semiconductor and high technology industries based on her roles within Intel Corporation, her experience in fostering and achieving diversity within the corporate environment, and her experience in cybersecurity from her work at Intel Corporation.

Amir Faintuch	57	2025	Mr. Faintuch has served as a member of our board of directors since January 2025. Mr. Faintuch has served as the Chief Executive Officer of Volumez, a pioneering leader in the Data Infrastructure as a Service (DIaaS) sector, since December 2022. Previously, Mr. Faintuch held senior executive management positions spanning technical and business responsibilities at leading technology companies including: GlobalFoundries, where he was Senior Vice President and General Manager of the Computing, Wired Infrastructure and Storage business; Intel Corporation where he served as Senior Vice President and General Manager of Platform Engineering; and Qualcomm, where his roles included President of Qualcomm Atheros. Mr. Faintuch started his corporate career at Texas Instruments where he was responsible for establishing the company’s technical and market leadership in mobile connectivity technologies such as Bluetooth, Wi-Fi, GPS and NFC. Mr. Faintuch holds a bachelor’s degree in economics and business administration from Haifa University in Israel and a dual MBA degree in high technology management from the Kellogg School of Management at Northwestern University and the Recanati Business School at Tel Aviv University. We believe Mr. Faintuch’s qualifications to sit on our board include his senior leadership experience through his many executive management roles, including at some of the world’s leading semiconductor companies and his prior service on the board of directors of a publicly traded company.

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Name	Age	Director Since	Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years
Jaclyn Liu	51	2021	Ms. Liu has served as a member of our board of directors since February 2021. Ms. Liu is a senior Partner at Morrison & Foerster LLP, an international law firm, and has more than 25 years of experience in advising public companies on corporate governance matters, M&A strategies and China matters. She serves as outside general counsel to a number of public companies and provides big‑picture, critical value-adding strategic advice. She formerly served as co-chair of Morrison & Foerster’s Global Corporate Department of over 400 lawyers. Ms. Liu graduated from Harvard Law School. We believe Ms. Liu’s qualifications to sit on our board include her expertise in legal matters, her corporate governance and public company expertise, her extensive M&A expertise and her in-depth knowledge of corporate responsibility and cybersecurity matters for public companies.

Maria Marced⁽¹⁾⁽³⁾	71	2016	Ms. Marced joined our board of directors in December 2016. From 2007 until her retirement in December 2023, she served as President of TSMC Europe BV, with responsibility for driving the development, strategy and management of TSMC’s business in Europe. Before joining TSMC, Ms. Marced was Senior Vice President and General Manager of Sales and Marketing at NXP Semiconductors/Philips Semiconductors. She joined Philips Semiconductor in September 2003 as Senior Vice President and General Manager of the Connected Multimedia Solutions Business Unit overseeing Philips' semiconductor solutions for connected consumer applications. Previous to her work with Philips, Ms. Marced was employed at Intel where she developed her professional career for more than 19 years, reaching the top position in the Europe, Middle East and Africa region as Vice President and General Manager. She currently serves as Chairwoman of the EMEA Leadership Council of the GSA (Global Semiconductor Alliance). In June 2023, Ms. Marced was appointed to the board of directors of Sequans Communications S.A., and in November 2023, Ms. Marced was appointed to the board of directors of IQE plc. We believe Ms. Marced’s qualifications to sit on our board include her experience serving on other public company boards of directors in addition to her years of executive experience in the high technology and semiconductor industries, her extensive knowledge of our sales channels, competitors and end markets, her deep understanding of our company and her technical expertise relating to the semiconductor industry.

Peter McManamon	77	2003	Mr. McManamon joined our board of directors in April 2003 and has served as chairman of our board since May 2005. He was a business advisor with the Enterprise Ireland funded Stanford University program entitled “Strategic Leadership for CFOs.” Mr. McManamon served as Chief Financial Officer of Parthus Technologies plc from 1993 until March 2001, Executive Vice President of Corporate Development of Parthus Technologies plc from March 2001 until November 2002, a member of the board of directors of Parthus Technologies plc from 1993 until November 2002, and was one of the co-founders of Parthus Technologies plc. From May 2005 to August 2011, Mr. McManamon served as a partner of Atlantic Bridge, an investment company. In September 2011, he was appointed chairman of Atlantic Bridge. In December 2012, he completed his second five-year term as a board member of The National Development Finance Agency, and as a member of the Audit Committee of the National Treasury Management Agency, appointments made by the Irish Government. He also served as a director of Openmind Networks, Ltd., a provider of SMS and MMS router solutions for mobile and wholesale operators until September 2017. In September 2018, he was appointed and currently serves as a director of Broadwake Limited. We believe Mr. McManamon’s qualifications to sit on our board include his qualification as a Chartered Director, his extensive knowledge of our company, products, and strategies through his early involvement with Parthus Technologies, his knowledge of financial markets, financing operations and global organizations through his years of experience providing strategic and investment advisory services to various global companies as a partner of Atlantic Bridge, and his executive management and corporate strategy skills.

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Name	Age	Director Since	Principal Occupation, Other Business Experience and Other Directorships During the Past Five Years
Amir Panush	52	2024	Mr. Panush joined our board of directors on February 13, 2024 and has served as our Chief Executive Officer since January 2023. He joined us from InvenSense, Inc., a TDK group company, where he served as Chief Executive Officer and General Manager of TDK Corporation’s MEMS Sensors Business Group. Mr. Panush previously held various leadership positions at TDK following TDK’s successful acquisition of InvenSense in 2017. Mr. Panush joined InvenSense in 2015, serving as head of the company’s Strategy & Corporate Development, where he drove strategic expansion and diversification efforts. Prior to joining InvenSense, from May 2011 to March 2015, Mr. Panush served in various capacities at Qualcomm, most recently as the Senior Director of Product Management and Business Development for the IoE/IoT client business. Prior to joining Qualcomm, Mr. Panush led strategic marketing and partnerships at Atheros Communications, which was later acquired by Qualcomm. His earlier industry roles spanned software engineering and project management leadership at Texas Instruments and Comsys Mobile, which was acquired by Intel. Mr. Panush holds a Master of Business Administration from Haas Business School, University of California at Berkeley and a bachelor’s degree, Cum Laude, in Computer Science from Technion Institute of Technology in Israel. We believe Mr. Panush’s qualifications to sit on our board include his years of executive experience in the high technology and semiconductor industries, as well as his intimate knowledge of our business, operations, technology and sale channels acquired as our Chief Executive Officer.

Louis Silver⁽¹⁾⁽³⁾	72	2002	Mr. Silver has served as a member of our board of directors since April 2002. He currently serves as a corporate advisor and Managing Director for Alba Capital S. A. and Wicklow Corp., private holding investment companies. From April 2005 until April 2015, Mr. Silver was a principal at RP Capital Group, an alternative investment firm focused on investment opportunities in EMEA. Mr. Silver serves on the board of a number of private companies, was a director of DSP Group, a former Nasdaq-listed company, until May 2012, and director of Scopus Video Networks Ltd., a former Nasdaq-listed company, until December 2008. We believe Mr. Silver’s qualifications to sit on our board include his corporate legal experience which can assist the board in fulfilling its oversight responsibilities regarding legal and regulatory compliance, his years of experience providing strategic and investment advisory services to companies and his public company experience which allows him to understand the dynamics of the board overseeing an ever-changing mix of strategic, operational and compliance-related matters.

(1)	Member of compensation committee.

(2)	Member of nomination and governance committee.

(3)	Member of audit committee.

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We expect Jaclyn Liu to replace Sven-Christer Nilsson on the nomination and governance committee and Amir Faintuch to replace Sven-Christer Nilsson on the audit committee, each effective as of the annual meeting.

Each of our director nominees brings significant expertise and experience to the role of director. Below is a summary of the qualifications and experiences of each of our director nominees:

Director Qualifications & Experience

Andrietti

Faintuch

Liu

Marced

McManamon

Silver

Panush

Executive Leadership Experience

Semiconductor, Industry and Technical Experience

Sales, Marketing and Brand Management Experience

Operations Experience

Financial Expertise

Strategy and Development

Cybersecurity, Compliance and Risk Management

Public Company Board Experience

Each director nominee will be elected by the affirmative vote of a majority of the votes cast by the holders of our common stock present in person (virtually) or represented by proxy at the meeting and entitled to vote on his/her election (that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee). Abstentions and broker non-votes are not considered votes cast and will have no effect on the election of each director nominee.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE.

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CORPORATE GOVERNANCE

Corporate Governance Overview

Our board of directors is committed to strong and effective corporate governance, and, as a result, it regularly monitors our corporate governance policies and practices to ensure compliance with applicable laws, regulations and rules, as well as best practices.

Our corporate governance program features the following:

●	We have an independent chairman of the board;

●	All of our directors, other than our Chief Executive Officer, are independent;

●	All of our board members stand for election annually;

●	We have a majority voting standard for the election of directors;

●	We have a board of directors with deep industry expertise, including three new directors appointed in the last five years;

●	We periodically review succession planning for our Chief Executive Officer and other board members;

●	We have a robust stockholder engagement program;

●	We have no stockholder rights plan in place;

●	Our board committees regularly review and update, as necessary, the committee charters, which clearly establish the roles and responsibilities of each such committee, and such charters are posted on our website for review;

●	Our board generally has an executive session among our non‑employee and independent directors before and/or after every board meeting;

●	Our board enjoys unrestricted access to the Company’s management, employees and professional advisers;

●	We have a Code of Business Conduct and Ethics that is reviewed regularly for best practices and is posted on our website for review;

●	We have a clear set of corporate governance guidelines that is reviewed regularly for best practices and is posted on our website for review;

●	We maintain an anonymous whistleblower hotline accessible on our website;

●	We focus on employee engagement and retention;

●	We are committed to corporate and social responsibility;

●	We provide board oversight and leadership on environmental, social and governance issues;

●	We have adopted a sustainability policy covering data privacy and security, resource conservation and recycling, environmental policy and employees, which is posted on our website for review;

●	We conduct an annual say‑on‑pay vote;

●	Our charter documents have no supermajority voting provisions;

●	Our Insider Trading Policy prohibits hedging, pledging or shorting of our stock by all of our employees, including executive officers and directors;

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●	We have adopted a compensation recoupment policy applicable to our executive officers;

●	None of our board members is serving on an excessive number of public company boards;

●	We have established stock ownership requirements for our named executive officers and all of our directors to ensure that their interests remain aligned with the interests of the Company and our stockholders;

●	There are no family relationships among any of our directors or executive officers;

●	Our board performs an annual self‑assessment, led by the chair of the nomination and governance committee, to evaluate its effectiveness in fulfilling its obligations; and

●	Our corporate governance documents do not contain a supermajority standard for the approval of a merger or a business combination, which transaction requires the affirmative vote of a majority of the outstanding shares.

Board Leadership Structure

Our board of directors has a chairman who is a non‑employee director. Our chairman is responsible for chairing board meetings and meetings of stockholders, assisting management in setting the agendas for board meetings, providing information to the board members in advance of meetings and between meetings and providing guidance to our Chief Executive Officer on corporate strategies. Our Chief Executive Officer joined as a member of our board in February 2024. Our Chief Executive Officer is responsible for implementing the strategic direction of the Company and the day‑to‑day leadership and performance of the Company. Our board of directors unanimously appointed our Chief Executive Officer to the board in consideration of the insights he brings to the board in light of his day‑to‑day leadership of the Company and intimate knowledge of our business, operations, technology and sale channels.

The Board’s Role in Risk Oversight

Our board of directors utilizes an enterprise‑wide approach to risk management, designed to support the achievement of business objectives, including organizational and strategic objectives, improve long‑term organizational performance and enhance stockholder value. The involvement of the full board in setting our business strategy is a key part of its assessment of management’s plans to deal with business risks and determination of what constitutes an appropriate level of risk for the Company. While our board has risk oversight responsibility, management is responsible for assessing and managing material risk exposures. Our board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, cybersecurity, and strategic and reputational risks. While the full board has the ultimate oversight responsibility for the risk management process, various committees of the board also have responsibility for risk management. For example, financial, legal, IT, cybersecurity and general business risks, including internal controls and oversight of management’s maintenance of the corporate risk register, are overseen by the audit committee. Risks that may be implicated by our executive compensation programs are overseen by the compensation committee and from time to time by the nomination and governance committee. Upon identification of a risk, the assigned board committee or the full board discuss or review risk management and risk mitigation strategies. Additional review or reporting on enterprise risks is conducted as needed or as requested by the board or committee.

Director Independence

Our board of directors has determined that all members of the board, except Mr. Panush, our Chief Executive Officer, are independent pursuant to the Nasdaq listing rules. In making this determination, our board of directors considered transactions and relationships between each director or his or her immediate family and the Company and our subsidiaries, including those reported in the section below captioned, “Transactions with Related Parties.” The purpose of this review was to determine whether any such relationships or transactions interfere with the exercise of independent judgment in carrying out the responsibilities of a director and are, therefore, inconsistent with a determination that the director is independent. As a result of this review, our board affirmatively determined that all of our directors, except Mr. Panush, are independent under the standards set forth by the Nasdaq listing rules.

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Relationships among Directors or Executive Officers

There are no family relationships among any of our directors or executive officers.

Board of Directors Meetings

Our board of directors met seven times during 2025 and acted by written consent three times in 2025. All directors attended at least 75% of the meetings of our board of directors and committees on which they serve. It is the policy of our board that the independent directors shall meet separately with no members of management present in executive sessions on a routine basis, but no less than twice annually, to review and discuss, among other things, the Company’s strategy, performance and management effectiveness.

Board Committees

Our board of directors has standing audit, compensation, and nomination and governance committees, each of which operates under a charter that has been approved by the board of directors. Current copies of each of the audit, compensation and nomination and governance committee’s charters are posted on the corporate governance section of our website, www.ceva‑ip.com. Our board of directors also has ad hoc investment, strategy and pricing committees.

The primary purpose of the audit committee is to assist the board of directors in fulfilling its responsibility to oversee the accounting and financial reporting processes of Ceva and audits of the financial statements of Ceva. The members of the audit committee are Maria Marced, Sven‑Christer Nilsson and Louis Silver. Mr. Silver serves as the chairman of the audit committee. Each of Ms. Marced, Mr. Nilsson and Mr. Silver qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. The audit committee met six times during 2025 and acted by written consent once in 2025. All of the members of the audit committee are independent under Nasdaq listing standards and the independence requirements of Rule 10A‑3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The primary purposes of the compensation committee are to discharge the responsibilities of the board of directors relating to compensation of Ceva’s executive officers, to make recommendations with respect to new incentive compensation and equity‑based plans and to make recommendations regarding director compensation and administration of Ceva’s equity compensation plans. The members of the compensation committee are Bernadette Andrietti, Maria Marced and Louis Silver. Ms. Marced serves as the chairwoman of the compensation committee. The compensation committee met three times in 2025 and acted by written consent three times in 2025. All of the members of the compensation committee are independent under Nasdaq listing standards.

The primary purpose of the nomination and governance committee is to recommend to the board of directors the persons to be nominated for election as directors at any meeting of stockholders, to develop and recommend to the board of directors a set of corporate governance principles applicable to Ceva and to oversee the evaluation of the board of directors and management. The members of the nomination and governance committee are Sven‑Christer Nilsson and Bernadette Andrietti. Mr. Nilsson serves as the chairman of the committee. The nomination and governance committee met once in 2025 and acted by written consent twice in 2025. All members of the nomination and governance committee are independent under Nasdaq listing standards.

Audit Committee

The audit committee’s responsibilities include:

●	appointing, approving the compensation, and overseeing the work of our independent auditor;

●	assessing the qualifications and independence of our independent auditor, including through the receipt and consideration of certain reports from independent auditors;

●	reviewing and approving all non‑audit related services performed by our independent auditor;

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●	reviewing and discussing with the independent auditors the matters required to be communicated by the independent auditors, including pursuant to the standards adopted by the Public Company Accounting Oversight Board;

●	coordinating the board of directors’ oversight of our internal controls over financial reporting, disclosure controls and procedures and Code of Business Conduct and Ethics;

●	reviewing and discussing with management and the independent auditors our annual and quarterly financial statements and related disclosures;

●	preparing the audit committee report required under the SEC rules;

●	overseeing our internal audit staff, including on the appointment, replacement, reassignment or dismissal of an internal audit department manager or director;

●	advising the board of directors with respect to our policies and procedures regarding compliance with applicable laws and regulations, and our Code of Business Conduct and Ethics;

●	establishing procedures for (a) the receipt, retention and treatment of any complaints we receive regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

●	reviewing related‑party transactions that would be disclosed pursuant to SEC rules;

●	evaluating and monitoring our cybersecurity and other information technology risks, controls and procedures, including our plans to mitigate cybersecurity risks and respond to data breaches;

●	reviewing and discussing with management, as necessary, any specific cybersecurity issues that arise, and where appropriate, engaging with consultants, auditors and other third parties to perform assessments on our cybersecurity measures; and

●	conducting or authorizing investigations into any matters within the scope of its responsibilities.

Compensation Committee

The compensation committee’s responsibilities include:

●	determining the compensation of the executive officers, including the Chief Executive Officer;

●	reviewing and making recommendations to the board with respect to our cash and equity incentive plans;

●	reviewing and making recommendations to the board with respect to director compensation;

●	reviewing and making recommendations to the board with respect to clawback policies; and

●	administering Ceva’s equity incentive plans.

Nomination and Governance Committee

The nomination and governance committee’s responsibilities include identifying individuals qualified to become board members and recommending to the board the persons to be nominated for election as directors and to each of the board’s committees. The committee assists the board of directors in all matters relating to the establishment, implementation and monitoring of policies and processes regarding the recruitment and nomination of candidates to the board of directors and the committees of the board of directors, and the development, evaluation and monitoring of our corporate governance processes and principles. The committee also is responsible for developing, implementing and monitoring compliance with our Code of Ethics, and corporate governance guidelines and making recommendations to the board of directors of revisions to the code and the guidelines from time to time as appropriate, as well as providing guidance to the board of directors and management regarding Ceva’s policies and practices relating to environmental, social and governance matters and other relevant sustainability matters.

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Director Annual Evaluation

It is important to the Company that the board of directors and its committees are performing effectively and in the best interest of the Company and its stockholders. The board of directors performs an annual self‑assessment, led by the chair of the nomination and governance committee, to evaluate its effectiveness in fulfilling its obligations. As part of this annual self‑assessment, directors are able to provide feedback on the performance of other directors. The chair of the nomination and governance committee then follows up on this feedback and takes such further action as he deems appropriate.

Director Candidates

The process to be followed by the nomination and governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the committee and the board of directors.

In considering whether to recommend any candidate for inclusion in our board’s slate of recommended director nominees, the nomination and governance committee only considers candidates who have demonstrated executive experience, have experience in an applicable industry, or significant high‑level experience in accounting, legal or an applicable technical field. Other criteria will include the candidate’s integrity, business acumen, knowledge of our business and industry, and experience, in addition to considering potential conflicts of interest that may impact the candidate’s ability to act in the interests of all stockholders. The committee will not assign specific weights to particular criteria, and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experiences, views, professions, education, knowledge, skills and geographic representations that will allow the board of directors to fulfill its responsibilities.

The nomination and governance committee has adopted a policy of accepting recommendations from stockholders for consideration as potential director candidates. Stockholders who wish to submit a director candidate for consideration should follow the procedures set forth under “Stockholder Proposals for 2027 Annual Meeting and Nominations of Persons for Election to the Board of Directors.” Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder‑recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. If the board of directors determines to nominate a stockholder‑recommended candidate and recommends his or her election, then his or her name will be included in our proxy materials for the next annual meeting.

Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the nomination and governance committee or the board of directors, by following the procedures set forth under “Stockholder Proposals for 2027 Annual Meeting and Nominations of Persons for Election to the Board of Directors.”

We have not received a director nominee recommendation from any stockholder (or group of stockholders) that beneficially owns more than five percent of our common stock.

Leadership Succession

Our board of directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. As part of our board’s succession planning, the nomination and governance committee and our board of directors regularly reviews the composition of the board and assesses the balance of knowledge, experience, skills, expertise, tenure and diversity that is appropriate for the board and the Company. In that regard, we added Ms. Liu to our board in 2021, Mr. Panush in 2024 and Mr. Faintuch in 2025, and five long‑tenured directors (including Mr. Nilsson) have retired or resigned since 2021.

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Our board of directors also plans for succession to the position of Chief Executive Officer. To assist the board of directors with its review, our Chief Executive Officer periodically provides the board of directors with an assessment of senior executives and their potential to succeed to the position of Chief Executive Officer.

Our Chief Executive Officer also provides the board of directors with an assessment of potential successors to key positions. In addition, Dana Maor Megiddo, our VP People, is a seasoned human resources executive with years of experience and is responsible for shaping the Company’s processes for promotion of its employees, workforce training and the identification of the next generation of leadership within the Company. Furthermore, through invitation to its meetings and access to key employees, our board of directors has the opportunity to meet with leaders of our Company and conduct its own analysis of the Company’s culture and employees.

Board Tenure

Our board of directors recognizes that its current members have served on the board of directors for various tenures, with three directors serving less than five years and three directors serving more than 20 years. Our board of directors believes that the board represents a balance of industry, technical and financial experiences, which provide effective guidance and oversight to management. Our governance policies reflect our belief that directors should not be subject to term limits. While term limits could facilitate fresh ideas and viewpoints being consistently brought to the board of directors, we believe they are counterbalanced by the disadvantage of causing the loss of a director who, over a period of time, has developed insight into our strategies, operations, and risks and continues to provide valuable contributions to board deliberations. Nonetheless, we have heard our stockholders’ desire for board refreshment. Our board of directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. Our nomination and governance committee assesses the continuing independence of long‑tenured directors from management as part of its determination on whether to nominate an incumbent director for re‑election. In addition to the retirements or resignations of five long‑standing directors (including Mr. Nilsson) since 2021, we have undertaken various steps to augment our current board tenure, including the appointment of Ms. Liu in 2021, Mr. Panush in 2024 and Mr. Faintuch in 2025. We will continue to monitor board tenure and consider changes as appropriate.

Stockholder Engagement

Our board of directors and management focus on creating long‑term, sustainable stockholder value. Key to this goal is stockholder engagement at conferences and in one‑on‑one meetings to discuss our financial performance, corporate governance practices, executive compensation programs and other matters. Our conversations with stockholders allow us to better understand our stockholders’ perspectives and provide us with useful feedback to calibrate our priorities.

For years, we have generally undertaken a comprehensive, annual stockholder engagement process to gain insights into our stockholders’ concerns and identify areas for improvement within our executive compensation program and corporate governance matters generally. In accordance with the importance that our board of directors places on stockholder engagement, the chair of our board of directors, Peter McManamon, conducts the stockholder outreach with assistance from management. In March 2026, our chairman reached out to 18 of our largest stockholders (who at the time owned approximately 66% of our issued and outstanding shares of common stock) in a letter summarizing recent developments of the Company and offering to listen to their perspectives and concerns, if any, in follow‑up, individualized engagements. Stockholders who at the time owned approximately 35% of our issued and outstanding common stock responded to Mr. McManamon’s letter.

We welcome the feedback we received during our engagement with our stockholders. The table below describes what we have heard from our stockholders in recent years and how we have implemented improvements to address our stockholders’ feedback.

*What We Heard*		*How We Responded*
Incentive awards should be more performance‑based.		Since 2020, we have maintained the performance-based portion of our executive officers’ equity compensation at 50%, or an even greater portion for our Chief Executive Officer. We continue to use total shareholder return relative to selected stock indices (“TSR”) as the performance criteria for our PSUs.

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*What We Heard*		*How We Responded*
We should consider board tenure.		Our board of directors is committed to adding new directors to infuse new ideas and fresh perspectives in the boardroom. In addition to the appointment of Ms. Liu to our board in 2021, Mr. Panush to our board in 2024 and Mr. Faintuch to our board in 2025, since 2021, five long‑tenured board members (including Mr. Nilsson) have retired. We are considering undertaking additional steps to augment our current board composition in consideration of our current board tenure. We added Ms. Liu to our board in 2021 in consideration of her expertise in M&A and in corporate governance and corporate responsibility matters for public companies. We added Mr. Panush to our board in 2024 in consideration of his expertise in corporate development and strategy based on his extensive leadership experiences in the semiconductor industry as well as his business insight gained in his role as our current Chief Executive Officer. We added Mr. Faintuch to our board in 2025 in consideration of his expertise as a business and technology executive at some of the world’s leading semiconductor companies.

Consider material risks and opportunities with respect to reputational matters and responsible business practices.		Our nomination and governance committee is responsible for board oversight and leadership on responsible business practices, including with respect to sustainability and assessment of risks and opportunities that may be material to our business from an environmental, social and governance perspective. We also set up a taskforce within the Company to oversee the development and implementation of a Sustainability Policy, which is posted on the company section of our website at www.ceva‑ip.com/sustainability, and which also contains a link to our 2025 report on related initiatives for 2025.

We should focus on workforce engagement and retention matters that are material to our business.		Dana Maor Megiddo, a seasoned human resources executive with years of experience, serves as our Vice President People and is responsible, among other things, for improving employee engagement, compensation and benefits, while increasing soft skills training for managers, for better performance reviews, retention and ability to hire in a very competitive market. Furthermore, until the end of 2021, Ms. Andrietti served on the board of Cercle InterElles association, a leadership network of 15 companies in the technology and science fields dedicated to closing the gender gap in these fields and to promoting women leadership. Her expertise in this area provides guidance to management on promotion of diversity in the workforce.

Communicating with the Independent Directors by Stockholders

The board of directors will give appropriate attention to written communications that are submitted by stockholders and will respond if and as appropriate. The chairman of the nomination and governance committee, with the assistance of our Chief Financial Officer and our Corporate Secretary, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman of the nomination and governance committee considers to be important for the directors to know. In general, communications relating to corporate governance and long‑term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

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Stockholders who wish to send communications on any topic to the board of directors should address such communications to Board of Directors c/o Corporate Secretary, Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850.

Code of Business Conduct and Ethics

Our board of directors adopted a Code of Business Conduct and Ethics (the “Code of Ethics”). Our Code of Ethics applies to all of our employees and is posted on the corporate governance section of our website at www.ceva‑ip.com. The Code of Ethics satisfies the requirements under the Sarbanes‑Oxley Act of 2002, Nasdaq rules applicable to issuers listed on the Nasdaq Market and the Internal Control‑Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). The Code of Ethics, among other things, addresses issues relating to conflicts of interests, including internal reporting of violations and disclosures, and compliance with applicable laws, rules and regulations. The purpose of the Code of Ethics is to deter wrongdoing and to promote, among other things, honest and ethical conduct and to ensure to the greatest possible extent that our business is conducted in a legal and ethical manner. Any waivers of the Code of Ethics with respect to our executive officers and directors may be granted only by the audit committee or the board of directors. Any waivers of the Code of Ethics with respect to the remainder of the employees may be granted by the compliance officer, which is currently our Chief Financial Officer. Any waivers of the Code of Ethics and any amendments to the Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller or persons performing similar functions, will be posted on our website.

Our audit committee has also established procedures for (a) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, as well as any other complaints, and (b) the confidential, anonymous submission via a third‑party vendor by our employees of concerns regarding questionable accounting or auditing matters, as well as any other complaints.

Insider Trading Policies and Procedure

Our Code of Ethics, which is applicable to all directors and employees, provides that directors and employees who have material non‑public information about Ceva or other companies, including our suppliers and customers, as a result of their relationship with Ceva are prohibited by law and Ceva policy from trading in Ceva securities or securities of such other companies, as well as from communicating such information to others who might trade on the basis of that information.

We also maintain an Insider Trading Policy governing the purchase, sale, gifting or other disposition of our securities by our directors, officers, employees and certain other covered persons. Those covered by the Insider Trading Policy are subject to various restrictions on transacting in our securities. Additionally, under our Blackout, Pre-Clearance and Section 16 Compliance Policy, certain individuals are prohibited from trading securities during various times throughout the year, and certain individuals must receive pre‑clearance from our compliance officer, who is currently our Chief Financial Officer, prior to trading. Repurchases of our common stock pursuant to our share repurchase program are conducted under the supervision of our Chief Financial Officer.

A copy of our Insider Trading Policy is included as Exhibit 19 to our annual report on Form 10‑K for the fiscal year ended December 31, 2025.

We believe our policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and exchange listing standards applicable to Ceva.

Prohibition on Pledging and Hedging of Company Securities

Pursuant to our Insider Trading Policy, all employees of the Company, including executive officers, as well as directors, are prohibited from engaging in short‑term or speculative securities transactions with respect to our common stock, such as short sales, puts, calls and other exchange‑traded derivatives. Since the inception of the policy, no director or executive officer has pledged or hedged any company shares. Nonetheless, in 2020, the board of directors eliminated the availability of any waiver for pledging or hedging by directors and employees, including executive officers.

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Practices Regarding Timing of Equity Award Grants

In recent years, we have not compensated our executive officers with options, and we also do not generally compensate our other employees with options and instead have principally relied on grants of RSUs and PSUs pursuant to our 2011 Plan.

It is our practice not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Our annual RSU and PSU awards to our named executive officers are generally approved by our compensation committee at its first regularly scheduled meeting of the fiscal year. These annual awards are generally approved with an effective time as of the close of business on the completion of the second full trading day after the release of earnings for the prior fiscal year, and the number of shares subject to the awards are determined based on a fixed dollar amount approved by the compensation committee divided by the closing price as of the effective time of the awards. Our RSU awards to other eligible employees, including for new hires and refresh awards to existing employees, are generally approved by our compensation committee on a similar basis, with the grant of such awards effective as of the close of business on the completion of the second full trading day after the release of earnings for the applicable prior fiscal quarter.

Compensation Recoupment Policy

Effective November 7, 2023, our board of directors adopted a compensation recoupment policy (the “clawback policy”) as required by Rule 10D‑1 under the Exchange Act and the corresponding Nasdaq listing standards. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, the clawback policy requires the Company to recover erroneously awarded compensation that is granted, earned or vested based in whole or in part upon the attainment of a financial reporting measure and that is received by our current and former executive officers (as defined in Rule 10D‑1) during the three fiscal years preceding the date that the Company is required to prepare the accounting restatement. The amount recoverable is the compensation paid or payable in excess of the amount that would have been paid or payable based on the restated financial results.

In addition, as a public company subject to Section 304 of the Sarbanes‑Oxley Act of 2002, if we are required to restate our financial results due to our material noncompliance, as a result of misconduct, with any financial reporting requirements under the U.S. federal securities laws, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or incentive‑based or equity‑based compensation they receive.

Responsible Business

We are committed to being a responsible and respected global corporate citizen and a more sustainable company in the countries where we have operations and employees. Our innovative technologies, which powered more than two billion devices shipped in 2025 alone, inherently provide our customers with low‑power solutions that through reduced energy use have a positive impact on our planet and its people. In addition, we have reduced our environmental footprint by using cloud‑based infrastructure and adopting other more efficient business practices to minimize our own energy consumption and waste generation, and our remote hybrid work policies further contribute to decreased carbon emissions by reducing the need for daily commutes. Building on these efforts, we continued to make meaningful progress in 2025 toward reducing our environmental footprint through lower greenhouse gas emissions and energy consumption, investments in energy-efficient building upgrades across our global offices, expanded electric vehicle charging infrastructure, and the advancement of green building certification initiatives. We have also expanded our community volunteering programs and enhanced our employee mental health assistance program, reinforcing our dedication to creating a positive work environment.

We also recognize that certain environmental, social and governance factors can help identify and assess risks and opportunities that can have real financial impact over the long term. This is why in recent years we have proactively worked to better understand which of these risks and opportunities are relevant to our business and to manage them accordingly. In that regard, our board of directors determined that the management and oversight of these matters are critical responsibilities of the board, has undergone training on the latest developments in responsible business practices to set the tone for improvements within our company, and has delegated to the nomination and governance committee responsibility to oversee our responsible business efforts and commitments. From time to time, we consult with specialists to improve our analysis and readiness for sustainability and reporting.

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Using the technology and communication sector (semiconductor industry) standards issued by the Sustainability Accounting Standards Board as a guidepost, our commitment to sustainable and responsible business focuses on environmental controls, resource conservation and recycling, employee engagement, diversity and equal opportunity, employee health and safety, corporate governance and business ethics. This framework is distilled into our Sustainability Policy, which is posted on the company section of our website at www.ceva‑ip.com/sustainability, and which also contains a link to our 2025 report on related initiatives for 2025.

Cybersecurity and Data Protection

Cybersecurity represents an important component of our overall approach to enterprise risk management and is one of the key risks identified for oversight by our board of directors through our annual enterprise risk management assessment. Our enterprise risk management approach generally, and our cybersecurity practices in particular, are based upon industry standards and implemented using managed security applications. We generally approach cybersecurity threats through a cross‑functional approach and endeavor to: (i) prevent and mitigate cybersecurity threats to the Company; (ii) maintain the confidence of our customers, clients and business partners; (iii) preserve the confidentiality of our employees’ information; and (iv) protect our intellectual property.

We take various measures to ensure the integrity of our systems, including implementation of security controls, periodic assessment and testing of our processes and practices including through engagement with consultants, auditors and other third parties to perform assessments on our cybersecurity measures, and regular training of our employees with respect to measures we can take to enable us to thwart cybersecurity attacks. While the full board of directors has the ultimate oversight responsibility, our audit committee reviews the risk management processes relating to cybersecurity on a regular basis. Further, all our employees are trained at least annually on our information security procedures.

Director Attendance at Stockholder Meetings

We have adopted a guideline providing that, in light of the geographic dispersion of our directors, the directors’ attendance at the annual meeting of stockholders is encouraged but not required. Our 2025 annual meeting of stockholders was conducted virtually and was attended by all directors.

Transactions with Related Parties

One of our directors, Jaclyn Liu, is a senior partner of Morrison & Foerster LLP, our outside legal counsel in 2025. Aggregate fees paid to Morrison & Foerster LLP for the year ended December 31, 2025 were approximately $0.8 million. During the fourth quarter of 2025, the Company ended its engagement with Morrison & Foerster LLP as its outside legal counsel for corporate and securities law.

We have entered into indemnification agreements with each of our directors and executive officers. Such agreements require us to indemnify such individuals to the fullest extent permitted by Delaware law.

We have adopted a written policy regarding related person transactions which is incorporated in the charter of the audit committee. Pursuant to this policy, our audit committee must review and approve any such transactions. Except as described above with respect to Ms. Liu, there were no other related party transactions in 2025.

Legal Proceedings

To our knowledge, no material proceedings exist to which any director, officer or affiliate of Ceva, any owner of record or beneficially of more than 5% of any class of voting securities of Ceva, or any associate of any such director, officer, affiliate of Ceva, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

No Supermajority Vote on Approval of Mergers or Other Business Combinations

Our corporate governance documents do not contain a supermajority standard for the approval of a merger or a business combination. Such transactions require the affirmative vote of a majority of the outstanding shares.

Corporate Governance Guidelines

Our board of directors adopted a set of corporate governance guidelines which set forth the practices our board of directors follows with respect to, among other things, the composition of the board and board committees, director responsibilities, director continuing education and performance evaluation of the board of directors. The guidelines are posted on the investor relations section of our website at www.ceva‑ip.com.

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EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers as of April 20, 2026.

Name	Age	Business Experience
Amir Panush	52	Amir Panush has served as our Chief Executive Officer since January 2023, a director since February 2024, and is a nominee to the Board of Directors. His description appears under “Proposal 1 ‑ Election of Seven Directors.”

Yaniv Arieli	57	Mr. Arieli has served as our Chief Financial Officer since May 2005. Prior to his current position, Mr. Arieli served as President of U.S. Operations and Director of Investor Relations of DSP Group beginning in August 2002 and Vice President of Finance, Chief Financial Officer and Secretary of DSP Group’s DSP Cores Licensing Division prior to that time. Before joining DSP Group in 1997, Mr. Arieli served as an account manager and certified public accountant at Kesselman & Kesselman, a member of PricewaterhouseCoopers, a leading accounting firm. Mr. Arieli is a CPA and holds a B.A. in Accounting and Economics from Haifa University in Israel and an M.B.A. from Newport University and is also a member of the National Investor Relation Institute.

Michael Boukaya	51	Mr. Boukaya has served as our Chief Operating Officer since April 2019. Mr. Boukaya was promoted to Executive Vice President and Chief Operating Officer in November 2022. Previously, he served as Vice President and General Manager of Wireless Business Unit from October 2014 to April 2019, and Vice President and Chief Architect with overall responsibility for the research and development of next generation DSP Cores, wireless platform architectures and multimedia processors from January 2006 to October 2014. Prior to joining Ceva, he was with the DSP Group since 1998, holding different engineering and R&D management positions. Mr. Boukaya holds a B.Sc. in Electronic Engineering from Technion Technology Institute and graduated from Executive Program of Stanford Graduate School of Business. He holds several patents on DSP Technology.

Gweltaz Toquet	53	Mr. Toquet has served as our Chief Commercial Officer since January 2023. Mr. Toquet has more than 20 years of sales and management experience with the Company, most recently serving as our Vice President of Sales for Asia Pacific, India and Europe. In particular, Mr. Toquet has spent over 15 years as our Vice President of Sales for Asia Pacific based in Hong Kong, where he led the build‑out and management of the sales and support functions in the region spanning China, Japan, Taiwan and Korea. Prior to joining the Company in 2002, Mr. Toquet held several roles in sales, business development, product marketing and business line management at Freehand DSP and Texas Instruments. Mr. Toquet holds a Master of Science in Engineering degree from Institut Supérieur d’Electronique de Paris (ISEP).

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our named executive officers for the fiscal year ended December 31, 2025 are:

●	Amir Panush, our Chief Executive Officer;

●	Yaniv Arieli, our Chief Financial Officer;

●	Gweltaz Toquet, our Chief Commercial Officer; and

●	Michael Boukaya, our Executive Vice President and Chief Operating Officer.

Overview of Compensation Philosophy and Objectives

We operate in a very competitive, dynamic and challenging industry. The compensation committee, which establishes our compensation policy, seeks to achieve the following three broad goals in connection with our executive compensation program:

●	enable Ceva to attract and retain qualified executive officers;

●	create a performance‑oriented environment by rewarding executive officers for the achievement of Ceva’s bu

SEC Form DEF 14A filed by CEVA Inc.