Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 13, 2024, the Board of Directors (the “Board”) of Arteris, Inc. (the “Company”) upon the recommendation of the Nominating and Corporate Governance Committee (“NCG Committee”), approved Joachim Kunkel to be appointed to the Board effective September 16, 2024. Mr. Kunkel was appointed as a Class II director and as a member of the Compensation Committee. Mr. Kunkel’s term as director will expire at the 2026 annual meeting of stockholders or until his successor is elected and qualified or his earlier death, resignation, disqualification, retirement or removal.
Mr. Kunkel most recently served as General Manager of the Intellectual Property (IP) business unit at Synopsys, Inc., a publicly-traded software company. Prior to becoming general manager in 2006, Mr. Kunkel served in various positions of increasing responsibility at Synopsys since 1994. Before joining Synopsys, Mr. Kunkel was co-founder of CADIS GmbH in Aachen, Germany. There, he served as Managing Director and performed duties related to engineering, sales, and marketing. Before co-founding CADIS, Mr. Kunkel was a research assistant at the Aachen University of Technology, where he conducted research in system-level simulation techniques for digital signal processing, with special emphasis on parallel computing. Mr. Kunkel holds a M.S.E.E. degree from the Aachen University of Technology.
Pursuant to the Company’s non-employee director compensation program, as a non-employee director, Mr. Kunkel will receive (i) a $57,500 annual retainer for his service on the Board and Compensation Committee, prorated for the remainder of 2024, 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 September 16, 2024. 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.
Mr. Kunkel has no relationships requiring disclosure under Item 404(a) of Regulation S-K. Mr. Kunkel is not a party to any arrangement or understanding with any other person pursuant to which he was selected as a director.
In addition, Mr. Kunkel 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.
