Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2022, the Board of Directors (the "Board") of Arteris, Inc. (the
"Company") upon the recommendation of the Nominating and Corporate Governance
Committee ("NCG Committee"), approved an increase in the number of authorized
directors on the Board from seven to eight and appointed Claudia Fan Munce to
the Board to fill the vacancy resulting from the increase in the number of
authorized directors, with Ms. Munce being appointed to the Board effective
May 1, 2022. Ms. Munce was appointed as a Class III director and as a member of
the NCG Committee. Ms. Munce's term as director will expire at the 2024 annual
meeting of stockholders or until her successor is elected and qualified or her
earlier death, resignation, disqualification, retirement or removal.
Ms. Munce has served as a Venture Advisor at New Enterprise Associates, one of
the world's largest venture capital firms, since January 2016. Previously, she
served as a Managing Director of IBM Venture Capital Group and Vice President of
Corporate Strategy at IBM Corp. from 2004 to 2015; Director of Strategy, IBM
Venture Capital Group from 2003 to 2004; and Head of Technology Transfer and
Licensing, IBM Research from 1994 to 2000. Ms. Munce currently serves on the
boards of Best Buy Co., Inc., a retailer of electronic goods and services and
Bank of the West, a wholly-owned subsidiary of BNP Paribas, as well as several
industry boards of directors. Ms. Munce is also a guest lecturer at Stanford
Graduate School of Business.
Pursuant to the Company's non-employee director compensation program, as a
non-employee director, Ms. Munce will receive (i) a $55,000 annual retainer for
her service on the Board and NCG Committee, prorated for the remainder of 2022,
and (ii) an initial restricted stock unit ("RSU") award covering an amount of
shares of the Company's common stock (the "Common Stock") equal to $300,000
divided by the 30 day average stock price of the Company's Common Stock on the
date of the award grant, which will be May 1, 2022. The foregoing description is
qualified in its entirety by reference to the text of the Company's non-employee
director compensation program, the form of which was filed as Exhibit 10.18 to
the Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "SEC") on October 18, 2021.
Ms. Munce has no relationships requiring disclosure under Item 404(a) of
Regulation S-K. Ms. Munce is not a party to any arrangement or understanding
with any other person pursuant to which she was selected as a director.
In addition, Ms. Munce will enter into the Company's standard indemnification
agreement for directors and executive officers, the form of which was filed as
Exhibit 10.19 to the Company's Registration Statement on Form S-1 filed with the
SEC on October 18, 2021.
On April 4, 2022, Christian Claussen delivered notice of his intention to not
stand for reelection to the Board at the Company's upcoming annual meeting of
shareholders, which is currently scheduled for June 14, 2022. Mr. Claussen's
decision not to stand for reelection is not a result of a disagreement with the
Company on any matter relating to the Company's operations, policies or
practices. The Company thanks Mr. Claussen for his contributions to the Board
and his involvement with the Company for several years.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
ARTERIS, INC. 
