📜 What This Document Is 🗳️

This document is a Proxy Statement (Schedule 14A), which is essentially a comprehensive instruction manual for Ceva, Inc.’s annual meeting of stockholders. Think of it as the "rulebook" for the meeting, explaining how investors can vote, who is running for the board, and how the company is governed. 👉 This filing was generated for the annual meeting on Tuesday, June 2, 2026, and signals that the company is focusing heavily on corporate governance and transparency.

• The Meeting Details: The annual meeting will be held virtually via the Internet (no physical location), allowing stockholders to listen, vote, and submit questions remotely.
• Key Actions: Stockholders are asked to vote on four main items:
  1. Electing seven directors.
  2. Advisory vote on named executive officer compensation.
  3. Ratifying the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as independent auditors for fiscal year 2026.
  4. Transacting other business.
• Accessing Materials: The Notice of Internet Availability of Proxy Materials will be sent on or about April 20, 2026, and the voting materials, including the 2025 annual report (which incorporates the Form 10-K for 2025), will be available at http://proxyvote.com.

🏢 Company Overview and Operations 🧬

Ceva, Inc. is a company that operates in the high technology and semiconductor industries. While the filing doesn't detail its current products, it strongly emphasizes its deep involvement in this sector through the backgrounds of its leadership and board members.

• Address: The company is located at 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850.
• Leadership: The company is led by CEO Amir Panush, who joined the board on February 13, 2024.
• Financial Reporting: The 2025 annual report, which contains the financial statements, is available as a Form 10-K for 2025, and can be accessed for free on www.ceva-ip.com or the SEC’s website at www.sec.gov.

🗳️ Director Election Proposals ✨

The election of the board of directors is a core function of this meeting. The company has a slate of seven nominees, all of whom are currently serving directors and are running for re-election.

• Board Recommendation: The board of directors unanimously recommends voting "FOR" the election of all seven nominees.
• Departure: Note that Sven-Christer Nilsson will retire from the board of directors effective immediately prior to the annual meeting and is not standing for re-election.
• New Expertise: The board is committed to adding new directors to bring fresh perspectives. Since 2021, the company has successfully augmented its board by adding:
  • Jaclyn Liu (2021)
  • Amir Panush (2024)
  • Amir Faintuch (2025)

👥 Who is on the Board? 👨‍💼

The nominees bring incredibly deep and specialized experience, giving the board a strong balance of technical, financial, and legal knowledge.

• Peter McManamon: A long-standing director since 2003, he serves as Chairman of the board. His background includes experience as CFO of Parthus Technologies plc and serving in various investment advisory roles.
• Bernadette Andrietti: Offers over thirty years of technical and sales/marketing expertise, particularly with Intel Corporation, in the semiconductor and high technology space.
• Maria Marced: Joined in 2016, she brings extensive semiconductor experience, having previously served as President of TSMC Europe BV.
• Amir Faintuch: Joined in 2025, his experience includes senior leadership roles at major semiconductor companies like GlobalFoundries, Intel, and Qualcomm.
• Jaclyn Liu: Has deep expertise in corporate law and governance, serving as a senior Partner at Morrison & Foerster LLP since 2021.
• Louis Silver: Has served since 2002 and brings strong legal and investment advisory experience.
• Amir Panush: Continues to leverage his deep, intimate knowledge of Ceva’s business and technology, gained through his previous leadership roles at TDK and InvenSense.

💰 Executive Pay and Compensation Plans 📈

Compensation is a significant governance topic. The company is asking for an advisory vote on the compensation of named executive officers, and this section details the complex plans in place.

• Advisory Vote: Stockholders will vote on the compensation of the named executive officers (Proposal 2), though this vote is not legally binding on the company.
• The CEO Inducement Award: On February 17, 2023, CEO Amir Panush received an inducement award which includes:
  • 14,541 time-based Restricted Stock Units (RSUs), vesting over three years.
  • Short-term PSUs tied to relative Total Shareholder Return (TSR).
  • Long-term PSUs tied to specific company goals.
• Total Equity Plans: As of December 31, 2025, the combined plans (including those approved by security holders) have 1,790,722 shares outstanding options and warrants, with a weighted average exercise price of $0.35.
• Key Guideline: The board requires all directors and named executive officers to hold stock, ensuring their interests are aligned with the company and stockholders.

🔬 The Independent Audit Committee 🔍

The board maintains an independent Audit Committee to oversee financial reporting and internal controls.

• Committee Members: Maria Marced, Sven-Christer Nilsson, and Louis Silver.
• Key Responsibility: The committee has wide-ranging duties, including overseeing the independent auditor, reviewing and discussing annual and quarterly financial statements, and importantly, evaluating and monitoring cybersecurity and other information technology risks.
• Auditor Ratification: Stockholders must vote to ratify the selection of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as independent auditors for the fiscal year ending December 31, 2026.

⚖️ Governance & Corporate Policies 🛡️

Governance is the backbone of the company, detailing how decisions are made and what ethical standards must be followed.

• Corporate Governance Overview: The board has established practices to ensure strong oversight, including:
  • Having an independent chairman and all non-CEO directors being independent.
  • Performing an annual self-assessment of the board's effectiveness.
  • Operating standing committees (Audit, Compensation, and Nomination/Governance).
• Risk Oversight: The board uses an enterprise-wide approach to risk management. While the full board has ultimate oversight, management remains responsible for assessing and managing material risks (operational, financial, legal, cybersecurity, etc.).
• Ethics & Compliance: Ceva has a Code of Business Conduct and Ethics that applies to all employees. This policy addresses conflicts of interest and promotes ethical and legal conduct.
• Insider Trading: The policy prohibits all employees, including officers and directors, from engaging in hedging, pledging, or shorting of company stock.

💬 Stakeholder Engagement and Communication 🗣️

The board and management view communication with investors as crucial for developing long-term value.

• Engagement Process: The chairman, Peter McManamon, actively conducts an annual stockholder engagement process. In March 2026, he reached out to 18 of the largest stockholders (who collectively owned approximately 66% of issued and outstanding shares) to discuss recent developments and hear their concerns.
• Responding to Feedback: Ceva is proactive in addressing investor concerns. For instance, when stockholders expressed concern about board tenure, the company responded by appointing new directors (Liu in 2021, Panush in 2024, Faintuch in 2025) and is committed to monitoring the balance of experience and viewpoints on the board.

📅 Key Dates and Contact Information 📞

If you want to vote or learn more, here are the important details:

• Annual Meeting Date: Tuesday, June 2, 2026, at 10:30 a.m., Eastern Time.
• Record Date: Stockholders must be holders of record at the close of business on April 9, 2026, to be entitled to vote.
• Proxy Materials Available: Beginning on or about April 20, 2026, at http://proxyvote.com.
• Online Voting: Stockholders can vote via live webcast at: www.virtualshareholdermeeting.com/CEVA2026.
• For More Details: The Corporate Secretary can be reached at Ceva, Inc., 15245 Shady Grove Road, Suite 400, Rockville, Maryland 20850.

🧠 The Analogy

Think of this Proxy Statement as a company’s annual report card for its self-governance. Instead of grading grades (like revenue or profit), it grades the quality of the board, the fairness of pay packages, and the commitment to following ethical rules. It tells investors, "This is how we run the show, and this is who is in charge of making the big decisions."

🧩 Final Takeaway

This filing is less about what Ceva did last quarter financially, and more about its commitment to corporate governance, showing deep institutional stability through its experienced board, strict ethical policies, and continuous effort to engage with its stockholders.