Not independent
Tenure on this board
3.6 yrs
9 nominees · 3 ballot items.
Stockholders will vote to elect nine directors, ratify Kesselman & Kesselman (PwC) as the independent registered public accounting firm for 2026, and cast an advisory (non-binding) vote to approve the Company’s 2025 executive compensation disclosures (Say-on-Pay).
Election of nine director nominees to serve until the next annual meeting.
Ratify the Audit Committee’s selection of Kesselman & Kesselman, a member firm of PwC, as Mobileye’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as described in the proxy (CD&A, compensation tables and narrative).
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as disclosed in the proxy, including the Compensation Discussion and Analysis, tables and narrative. Management seeks approval to validate its compensation philosophy, which emphasizes equity-based awards (restricted stock units) as the primary mechanism to align executive incentives with long-term shareholder value. The Compensation Committee engaged independent consultants and reviewed market peers to set pay levels and mix, and the Board notes prior strong stockholder support for pay practices (over 99% approval in 2024). The company’s program focuses on retention and alignment through RSUs with multi-year vesting and includes clawback and risk-mitigation features; annual cash bonuses are not a material component. Although the vote is advisory, the Compensation Committee will consider the outcome when designing future packages and in stockholder engagement. From a governance perspective, important context includes Mobileye’s controlled-company status and significant equity grants to founders and executives, which can concentrate realized pay and may raise scrutiny about pay for performance—particularly given multi-year negative TSR over the period presented despite historically high reported compensation values. Management counters that equity-heavy compensation directly ties payout to stock performance and that the committee’s benchmarking and oversight mitigate excessive risk-taking. For investors analyzing the proposal, key considerations are the alignment of long-term equity vesting schedules with performance, the scale and frequency of CEO and NEO equity grants (including large 2025 RSU grants), the robustness of governance safeguards (clawback policy, independent consultant engagement, and committee oversight), and the non-binding nature of the vote which limits immediate operational impact but signals stockholder sentiment that the Board must heed.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | INTEL CORP | 5.9% | 50,000,000 | $344M |
| 2 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 1.2% | 10,305,431 | $71M |
| 3 | TWO SIGMA INVESTMENTS, LP | 1.2% | 9,890,390 | $68M |
| 4 | GOLDMAN SACHS GROUP INC | 0.8% | 7,138,846 | $49M |
| 5 | BAILLIE GIFFORD CO | 0.5% | 4,140,398 | $28M |
| 6 | Harel Insurance Investments Financial Services Ltd. | 0.4% | 3,585,733 | $25M |
| 7 | MORGAN STANLEY | 0.4% | 3,576,628 | $25M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 0.4% | 3,427,946 | $24M |
| 9 | UBS Group AG | 0.4% | 3,423,537 | $24M |
| 10 | BlackRock, Inc. | 0.4% | 3,197,396 | $22M |
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