DEF 14A: Mobileye Global Inc. Sets Date for 2024 Annual Stockholders Meeting, Outlines Key Proposals

Mobileye Global Inc. announces its 2024 Annual Stockholders Meeting to be held on June 13, 2024, featuring proposals for director elections, auditor ratification, and an advisory vote on executive compensation.

Summary

• Mobileye Global Inc. will hold its Annual Stockholders Meeting on June 13, 2024, at 11:30 A.M. Eastern Time.
• Stockholders of record as of April 15, 2024, are eligible to vote.
• The meeting will address the election of eight director nominees, ratification of Kesselman & Kesselman (PwC) as the independent registered public accounting firm for 2024, and an advisory vote on executive compensation.
• The Board recommends voting 'For' all director nominees, the ratification of PwC, and the advisory vote on executive compensation.
• Intel beneficially owns approximately 98.7% of the voting power of Mobileye's common stock as of April 15, 2024.
• In 2023, the Board held 6 regularly scheduled meetings and 0 special meetings, while its standing committees held a total of 18 meetings.
• The average attendance of directors at Board and committee meetings during 2023 was 97%.
• The company prohibits directors, officers, and employees from engaging in short sales or hedging transactions involving Mobileye's securities.
• In 2023, Mobileye reimbursed its CEO $1.7 million for travel-related expenses.
• The stock compensation recharge agreement with Intel resulted in Mobileye reimbursing Intel $100 million in 2023.
• Leasing costs for office space in Intel's buildings were $4 million for the year ended December 30, 2023.
• Costs incurred under the Administrative Services Agreement with Intel were $4 million for the year ended December 30, 2023.
• The amount incurred under the Technology and Services Agreement with Intel was $5 million for the year ended December 30, 2023.
• As of December 30, 2023, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $37 million.
• Audit fees billed by PwC for 2023 were $2,513,302.
• The Compensation Committee approved grants of Mobileye restricted stock units (ME RSUs) under the 2022 Plan to our NEOs in July 2023 and October 2023.
• The ME RSUs granted in fiscal year 2023 vest over a three-year period.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the agenda and proposals for the upcoming stockholders meeting. While there are some potential risks mentioned, the overall tone is positive, emphasizing the company's commitment to corporate governance and alignment of interests.

Positives

• The Board is highly engaged and possesses the necessary skills, experiences, qualifications, and diversity to effectively oversee the business and long-term interests of stockholders.
• The Audit Committee believes the continued retention of PwC is in the best interests of Mobileye and its stockholders.
• Executive compensation programs are intended to align interests of executives with those of stockholders through measures that drive long-term success.
• The company maintains a thoughtful director refreshment process to ensure the board continues to comprise the right mix of skills and perspectives.
• The company is committed to open and ongoing communication with its stockholders, including with respect to executive compensation and corporate governance matters.
• The company conducted a risk assessment of its compensation plans and practices and concluded that its compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Negatives

• The company is a controlled company, which means it is exempt from certain corporate governance requirements under Nasdaq rules.
• The company relies on exemptions from certain corporate governance requirements under the rules, including the requirements that within one year of the completion of our initial public offering we have a board that is composed of a majority of independent directors, as defined under the rules, and a compensation committee and a nominating and corporate governance committee that are composed entirely of independent directors.

Risks

• Adverse conditions in Israel, including in connection with Israeli military operations in response to the October 7, 2023 terrorist attacks, may affect our operations and may limit our ability to produce and sell our solutions.
• Any disruption in our operations by the obligations of our personnel to perform military service as a result of current or future military actions involving Israel.

Future Outlook

The company will continue to evaluate its compensation program and review compensation annually, guided by its philosophy and objectives, as well as other factors that become relevant as a publicly traded company.

Management Comments

• The Audit Committee is involved in the annual review and engagement of PwC and believes their continued retention is in the best interests of Mobileye and its stockholders.
• Our executive compensation programs are intended to align interests of executives with those of stockholders through the use of measures we believe drive long-term success for the Company.

Industry Context

As a publicly traded company, Mobileye is subject to corporate governance standards and SEC regulations, including those related to executive compensation and auditor independence. The company's relationship with Intel, its controlling shareholder, is governed by various intercompany agreements that are common in spin-off transactions.

Comparison to Industry Standards

• The company benchmarks executive compensation against similar companies in the technology industry and in Israel.
• The company's director independence guidelines conform to the independence requirements in the published listing requirements of Nasdaq.
• The company's compensation practices are reviewed against external market best practices.

Management Changes

Corporate Governance

Related Party Transactions

• Stock Compensation Recharge Agreement: Mobileye reimbursed Intel $100 million in 2023 for share-based compensation.
• Travel Related Expenses: Mobileye reimbursed its CEO $1.7 million for travel-related expenses in 2023.
• Facilities Arrangements: Leasing costs for office space in Intel's buildings were $4 million for the year ended December 30, 2023.
• Administrative Services Agreement: Costs incurred under this agreement with Intel were $4 million for the year ended December 30, 2023.
• Technology and Services Agreement: The amount incurred under this agreement with Intel was $5 million for the year ended December 30, 2023.
• LiDAR Product Collaboration Agreement: In 2023, Mobileye opted to pursue a different lidar technology, and as a result, Mobileye and Intel are no longer actively working on developing the LiDAR Project under the LiDAR Product Collaboration Agreement.
• Tax Sharing Agreement: As of December 30, 2023, the related party payable to Intel, pursuant to the Tax Sharing Agreement, was $37 million.

Stakeholder Impact

• Shareholders are provided with the opportunity to vote on key proposals, including the election of directors and executive compensation.
• Employees are affected by the company's compensation policies and benefit plans.
• The company's relationships with Intel and other related parties impact its financial performance and operations.

Next Steps

• Stockholders are encouraged to vote on the proposals before the Annual Stockholders Meeting on June 13, 2024.
• The Board will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The Audit Committee will review its future selection of an independent registered public accounting firm in light of the vote result.

Key Dates

Keywords

Mobileye, stockholders meeting, directors, executive compensation, PwC, Intel, corporate governance, audit committee, compensation committee