{"url_path":"/sec/sqns/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-11","source_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","accession_number":"0001383395-26-000082","cik":"0001383395","ticker":"SQNS","issuer_name":"SEQUANS COMMUNICATIONS","edgar_url":"https://www.sec.gov/Archives/edgar/data/1383395/0001383395-26-000082-index.html","primary_entity_key":"0001383395","primary_entity_name":"SEQUANS COMMUNICATIONS"},"word_count":6419,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nA.Directors and Senior Management\n\nExecutive Officers and Directors\n\nThe following table sets forth information about our executive officers and directors as the date of this annual report.\n\n71\n\nNameAgePosition(s)\n\nExecutive Officers\n\nDr. Georges Karam64 Chairman of the Board and Chief Executive Officer\n\nDeborah Choate62 Chief Financial Officer\n\nLouis Chuang45 Executive Vice President, Product Management\n\nBertrand Debray61 Chief of Staff and acting Executive Vice President - Engineering\n\nDr. Qiuting Huang69 Chief Technology Officer\n\nOlivier Pauzet51 Executive Vice President, Marketing and Strategy\n\nNikhil Taluja54 Executive Vice President Worldwide Sales\n\nDirectors\n\nJason Cohenour64 Director\n\nWesley Cummins48 Director\n\nYves Maitre63 Director\n\nMaria Marced71 Director\n\nRichard Nottenburg72 Director\n\nHubert de Pesquidoux58 Director\n\nZvi Slonimsky76 Director\n\nExecutive Officers\n\nDr. Georges Karam has served as our chairman of the board and chief executive officer since the company was founded in 2003. Before founding Sequans, Dr. Karam was vice president of cable access at Juniper Networks, running the cable engineering and marketing departments and managing the cable sales launch in the Europe, Middle East and Africa region. He joined Juniper Networks when the company acquired Pacific Broadband Communications (PBC), where he was vice president of engineering and general manager for Europe. Dr. Karam has served in a variety of senior management positions at Alcatel, SAGEM and Philips. He is a senior member of IEEE, has authored numerous technical and scientific papers and holds several patents in digital communications. Dr. Karam holds a PhD in signal processing and communication theory from Ecole Nationale Supérieure des Télécommunications, Paris.\n\nDeborah Choate has served as our chief financial officer since July 2007. Prior to joining Sequans, she was chief financial officer at Esmertec AG from September 2005 to June 2007 and at Wavecom SA, from August 1998 to August 2004, and as vice president of finance at Platinum Equity from October 2004 to September 2005. Earlier in her career, she was an audit partner with Ernst & Young. Ms. Choate has over 40 years of experience in management, finance and accounting, including over 25 years working with technology companies, in particular communications hardware, software and services. Ms. Choate is also a board member of Planisware, a French listed company. Ms Choate holds a BS in business administration from the University of California at Berkeley.\n\nLouis Chuang has served as executive vice president of product management since October 2024. Previously he served as executive vice president for the massive IoT business unit from April 2022 to September 2024; from May 2021 until March 2022, Mr. Chuang served as Sequans' general manager for Asia-Pacific. Prior to joining Sequans, Mr. Chuang was senior director of sales and marketing for the broadband wireless access business unit of Gemtek, a wireless solutions provider, where he held various positions within the wireless WAN and telecom products divisions since 2003. Mr. Chuang holds an MS in communication and microwave engineering from Yuan Ze University in Taiwan.\n\nBertrand Debray has served as our chief of staff to the CEO and acting vice president of R&D since October 2024. Previously he served as executive vice president for the broadband IoT business unit from October 2020 to September 2024; from July 2013 until September 2020, Mr. Debray served as our chief operating officer and prior to that as vice president, engineering since the company was founded in 2003. Before joining Sequans, Mr. Debray was director of hardware and ASIC development in the cable product division at Juniper Networks. He joined Juniper Networks after the company acquired Pacific Broadband Communications, where he played the same role and was significantly involved in developing the cable product and team. Mr. Debray has held technical and management positions at Alcatel. He has over 20 years’ experience in large project development covering all access technologies, including wireless, satellite and cable. Mr. Debray holds a MSE from Ecole Nationale Supérieure des Télécommunications, Paris.\n\n72\n\nDr. Qiuting Huang has served as our chief technology officer since our acquisition of ACP in January 2025, where he was CEO. Dr. Huang is also an emeritus professor of the Swiss Federal Institute of Technology (ETH) in Zurich, where he led research into the design of RF integrated circuits in CMOS technology (RF CMOS) and modem systems on a single chip (SoC) for cellular communications, as well as analog and digital integrated circuits for a variety of other applications, including wireline, smart power and biomedical, mostly in collaboration with industry. Dr. Huang founded ACP Advanced Circuit Pursuit Ltd , a fabless developer of RF transceivers and SoCs for cellular communications, in 2001. He received his Ph.D degree in 1987 from the Katholieke Universiteit Leuven, Belgium, is a fellow of IEEE for contributions to integrated circuits for communications, and served for many years at the executive and technical program committees of ISSCC and ESSCIRC.\n\nOlivier Pauzet has served as our executive vice president, marketing and strategy, since June 2023. Prior to that Mr. Pauzet was vice president of product and IoT solutions at Sierra Wireless (a Semtech company). From 2017 to 2020, he was vice president and general of the IoT Solutions business line at Sierra Wireless. Prior to that, he led the global business development, marketing, and strategic team of Sierra Wireless in the IoT sector. Earlier in his career, Mr. Pauzet was based in Asia, managing sales, businesses, and strategic programs at Wavecom. Mr. Pauzet holds a MBA from INSEAD and a Master of Science in Engineering from Centrale Supélec.\n\nNikhil Taluja has served as our executive vice president of worldwide sales since September 2016. From July 2013 until August 2016, Mr. Taluja was vice president of sales at SK hynix, a leading supplier of DRAM and Flash memory solutions, where he led the sales organization for the Americas. From March 2012 until July 2013, Mr. Taluja led the Americas’ sales and marketing organizations at ST-Ericsson, the former multinational supplier of wireless semiconductor products, including LTE solutions. From November 2007 until March 2012, Mr. Taluja held various other sales and marketing position at ST-Ericsson. Mr. Taluja has more than 20 years of sales, product marketing and business development experience, including having worked for Texas Instruments and TranSwitch, specifically in the areas of wireless and wireline communications and has co-authored three patents in the field of near field communications (NFC). Mr. Taluja holds an M.S. in electrical engineering and a BS in computer engineering and mathematics from Kansas State University.\n\nDirectors\n\nJason Cohenour has served as a director since June 2025. Mr. Cohenour brings more than 30 years of executive leadership experience across sales, operations, and international mergers and acquisitions. He served as President, CEO, and Director of Sierra Wireless, Inc. from 2005 to 2018. Prior to his CEO role, he held several senior positions at Sierra Wireless between 1996 and 2005, including Vice President of Sales and Chief Operating Officer. Mr. Cohenour currently serves as Lead Independent Director at Blackline Safety, and has previously served on the boards of Lantronix, and RF Industries. Mr. Cohenour served as a director of CalAmp Corp from June 1, 2019 until his resignation on July 31, 2024. Mr. Cohenour also served as Interim CEO of CalAmp from August 28, 2023 to January 22, 2024. On June 3, 2024, CalAmp voluntarily initiated bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code. to effect a restructuring with its principal secured lender, for such lender to become the principal equity owner of CalAmp and take CalAmp private. Mr. Cohenour holds a B.S. in business administration from the University of Rhode Island.\n\nWesley Cummins has served as a director since June 2018. Mr. Cummins has served as a member of the Board of Directors of Applied Digital Corporation from 2007 until 2020 and from March 11, 2021 through present. During that time Mr. Cummins also served in various executive officer positions and he is currently serving as Applied Digital Corporation's chairman of the Board and chief executive officer. Prior to Applied Digital, Mr. Cummins was the founder and CEO of 272 Capital LP, a registered investment advisor, which focuses primarily on investing in technology hardware, software, and services companies. Mr Cummins has been a technology investor for over 20 years and held various positions in capital markets including positions at investment banks and institutional asset management firms. Prior to founding 272 Capital, he led technology investing at Nokomis Capital, L.L.C., an investment advisory firm. Mr. Cummins holds a B.S.B.A. in finance and accounting from Washington University in St. Louis, Missouri.\n\nYves Maitre has served as a director since June 2014. Mr. Maitre is the founder and CEO of Able France, a consulting firm, since July 2022. He is also Operating Partner at Jolt Capital since July 2022 and is a frequent commentator on French television From October 2019 until September 2020, Mr. Maitre was Chief Executive Officer of HTC Corporation. Until September 2019, Mr. Maitre served as Executive VP for Connected Objects and Partnerships at Orange Corporate where he was responsible for managing Orange’s relationships with global device makers as well as partnering with ecosystem players from chipset upwards to internet companies. Prior to joining Orange, Mr. Maitre spent six years working for the consumer electronics company Thomson. He was President of Key MRO America, a subsidiary of Thomson United States and whilst living in Singapore he worked for Thomson Asia as Director of Manufacturing Supply Chain and Product Management. Before Thomson, Mr. Maitre spent five years as the CEO of the telco connectivity business unit of Quante-Pouyet, a subsidiary of 3M.\n\n73\n\nHe is also a board member of Veom Group and its subsidiary Cabasse. Mr. Maitre is an Engineering graduate in Nuclear Physics from Polytech Grenoble (France).\n\nMaria Marced has served as a director since June 2023. Ms. Marced served as president of TSMC Europe from 2007 until her retirement in January 2024, where she was responsible for driving the development and strategy of TSMC’s business in Europe. Before joining TSMC, Marced was senior vice president of sales and marketing at NXP/Philips Semiconductors from 2003 until 2006, where she also served as GM of Philips’ Connected Multimedia Solutions Business Unit, overseeing Philips’ semiconductor solutions for connected consumer applications. Earlier, Marced spent more than 19 years at Intel, rising to the position of vice president and GM for Intel’s Europe, Middle East and Africa region. Marced serves as chairwoman of the Global Semiconductor Alliance (GSA) EMEA leadership council, an organization dedicated to the advancement of the worldwide semiconductor industry. She also serves as a director of Ceva, IQE and KD. Ms. Marced holds a masters degree in telecommunications engineering from Politechnique Madrid (Spain).\n\nRichard Nottenburg has served as a director since June 2016. He has served as Executive Chairman of NxBeam Inc., a private company, since February 2022, and an investor in various early-stage technology companies. Previously, Dr. Nottenburg served as president, chief executive officer, and member of the board of directors of Sonus Networks, Inc. from 2008 through 2010. From 2004 until 2008, Dr. Nottenburg was an officer with Motorola, Inc., ultimately serving as its executive vice president, chief strategy officer and chief technology officer. Dr. Nottenburg is currently a member of the board of directors of Applied Digital Coporation where he is chairman of the compensation committee. He previously served on the boards of directors of Verint Systems Inc., Cognyte LTD, PMC-Sierra Inc., Aeroflex Holding Corp., Anaren, Inc., Comverse Technology, Inc. and Violin Memory, Inc. Dr. Nottenburg has a BSEE in Electrical Engineering from New York University, an MSEE in Electrical Engineering from Colorado State University and a PhD in Electrical Engineering from Ecole Polytechnique Federal Lausanne.\n\nHubert de Pesquidoux has served as a director since March 2011. Mr. de Pesquidoux has served as an Executive Partner at Siris Capital, a private equity firm focused on making control investments in data/telecom, technology and technology-enabled business service companies in North America, since October 2012. From 1991 until December 2009, Mr. de Pesquidoux held various positions at the telecommunications company Alcatel-Lucent SA (and its predecessor, Alcatel S.A. and its affiliates), where he most recently served as Chief Financial Officer from November 2007 until December 2008 and as President of the Enterprise business from November 2006 until December 2008. Mr. de Pesquidoux was also previously a member of the Alcatel Executive Committee and held various executive positions including President and Chief Executive Officer of Alcatel North America, Chief Executive Officer of Alcatel Canada (formerly NewbridgeNetworks) and Chief Financial Officer of Alcatel USA. Mr. de Pesquidoux currently serves as executive chairman of Mavenir Systems, Inc. and is a member of the board of Tarana Wireless. Mr. de Pesquidoux holds a Master in Law from University of Nancy II, a Master in Economics and Finance from Institut d’Etudes Politiques de Paris, a DESS in International Affairs from University of Paris Dauphine and was a laureate in the “Concours Général de Droit”.\n\nZvi Slonimsky has served as a director since November 2006. Since 2005, Mr. Slonimsky currently is a consultant to companies in the high tech industry. In the past he has been chairman of the board of several Israeli public and private high tech companies, including Alvarion, Awear, Extricom, Maradin, Pentalum, Surf and Teledata. He served as CEO of Alvarion Ltd. from 2001 to October 2005, following Alvarion’s establishment via merger of BreezeCOM and Floware in August 2001. Prior to the merger, Mr. Slonimsky was CEO of BreezeCom. Before that, he served as president and CEO of MTS Ltd. and was general manager of DSP Group, Israel. Earlier in his career, he held senior positions at several Israeli telecom companies, including C.Mer and Tadiran. Mr. Slonimsky holds a BSEE and a MSEE from the Technion Israel Institute for Technology and an MBA from Tel-Aviv University.\n\nB.Compensation\n\nCompensation of Executive Officers and Directors\n\nThe compensation policies applicable to our executive officers and directors are designed to promote the Company’s performance and competitiveness in the mid and long term and to be aligned with shareholders’ interests, while being competitive in order to attract and retain qualified executive officers and directors.\n\nDirector compensation elements are submitted to the approval of the shareholders annually.\n\nThe compensation policy applicable to executive officers is determined by the board of directors on the basis of recommendations made by the compensation committee and is reviewed annually. The compensation committee comprises exclusively independent directors.\n\nAll executive officers are compensated by a combination of fixed salary, bonus based of performance on quarterly or annual objectives and long-term incentives in the form of grants of restricted free shares vesting over three or four years.\n\n74\n\nOn October 23, 2023, the Company adopted its Compensation Recovery Policy which specifies when we will seek recovery of performance based bonuses awarded or paid based on financial metrics that were subsequently restated.\n\nThe aggregate compensation paid and benefits in kind granted by us to our executive officers and directors, including share-based compensation, for the year ended December 31, 2025 was $8.4 million. For the year ended December 31, 2025, we estimate that approximately $12,000 of the amounts set aside or accrued to provide pension, retirement or similar benefits to our employees was attributable to our executive officers.\n\nOur non-employee directors are entitled to the following annual compensation as an annual retainer:\n\n \n\nAttendance fees$20,000 \n\nAttendance fees for board committee chairperson\n\n       Audit committee$12,000 \n\nCompensation committee$9,000 \n\nNominating and corporate governance committee$5,000 \n\nAttendance fees for board committee members\n\nAudit committee$6,000 \n\nCompensation committee$4,500 \n\nNominating and corporate governance committee$2,500 \n\nIn addition, our non-employee directors, are also entitled to the following equity awards as an annual retainer:\n\nAnnual award for continuing board members(1)(2)\nWarrants to purchase 3,600 ADS (at current ratio)\n\n(1)The annual equity award for continuing board members has an exercise price equal to the fair market value of the ADSs on the date of grant and will fully vest on the anniversary of the date of grant of the award, subject to the non-employee director’s continued service to us through the vesting date.\n\n(2)All such awards will become fully vested upon a change of control.\n\nEmployment Agreements with Executive Officers\n\nWe have entered into a managing director agreement with Georges Karam, our chairman and chief executive officer, which contains provisions regarding salary and bonus, severance payment and benefits.\n\nIn accordance with French law, our chief executive officer (“directeur général” or “managing director”) cannot be an employee in connection with the performance of his duties in such capacity. The managing director agreement entered into with Dr. Karam does not constitute and does not contain the compulsory provisions under French law to be construed as, an employment agreement. Therefore, Dr. Karam does not benefit from the status of employee nor from any benefit that French laws and regulations grant to employees, including unemployment benefits. The managing director agreement only sets forth the terms and conditions, including compensation, under which Dr. Karam performs his duties as chief executive officer.\n\nFixed compensation: Dr. Karam benefits from a fixed annual gross compensation of €550,000 as of November 1, 2024. Between November 1, 2022 and November 1, 2024, Dr. Karam received a fixed annual gross compensation of €400,000. Dr. Karam's fixed compensation is determined by taking into account the level and complexity of his responsibilities, his experience in similar positions and market practices for comparable companies.\n\nVariable compensation: Dr. Karam’s annual variable compensation can represent between 0% and 200% of Dr. Karam’s annual fixed compensation. The amount of variable compensation is based on the achievement of pre-determined performance conditions defined by the board of directors based on recommendations issued by the compensation committee. The performance conditions are a combination of financial and strategic targets. The board of directors in its meeting of February 3, 2026 approved a bonus of €440,000 for the year ended December 31, 2025 compared with €340,000 for the year ended December 31, 2024 and with €320,000 for the year ended December 31, 2023.\n\nOn October 29, 2024, the board of directors approved a special transaction bonus to Dr. Karam in the amount of €2,000,000 after the closing the strategic transaction with Qualcomm. On August 15, 2023, the board of directors approved the payment by the Company of legal fees incurred by Dr. Karam in the connection with the negotiation with Renesas of the\n\n75\n\nconditions of his retention as Chief Executive Officer of the Company upon change of control. A total amount of $50,401 in such legal fees were paid during 2023.\n\nLong-term variable compensation – restricted free shares: While not an obligation of his employment agreement, each year Dr. Karam is granted restricted free shares. Dr. Karam is granted restricted free shares from the same plans used for all employees, and is subject to all the same terms and conditions. Detail of Dr. Karam's restricted free shares is described in Item 6.B.\n\nBenefits in kind: As Dr. Karam is not entitled to normal French legal employee unemployment benefits, we have subscribed to private unemployment insurance on his behalf and increase Dr. Karam's compensation to cover the income taxes associated with this benefit (total cost of €23,105 in 2025; €16,596 in 2024; €14,909 in 2023). He is ineligible for the French defined contribution pension plan, which applies to all of our French employees.\n\nDirectors’ compensation: Dr. Karam does not receive any compensation for the directorship duties that he performs for the Company or any of our subsidiaries.\n\nCommitments given by our Company to Dr. Karam in relation to the termination, change of his executive corporate officer duties or resignation due to change in control : In the event the employment agreement is terminated upon the dismissal of Dr. Karam without cause or is terminated upon the resignation of Dr. Karam due to a change in his role or reduction in compensation, or the resignation of Dr. Karam in the case of change of control within three (3) months prior to, or twelve (12) months following, the effective date of such change in control, Dr. Karam shall receive a termination indemnity in an amount equal to (i) eighteen (18) months of his then-current gross annual base remuneration, (ii) 150% of his then-current target annual bonus, and (iii) 100% of all his then outstanding equity awards (whether time or performance-based) covering ordinary shares of the Company shall become vested and/or exercisable.\n\nHis employment contract also included a non-compete clause applicable for one year as from the termination date and applicable only to competing businesses in France. However, the Company had the option to waive this non-compete clause subject to the waiver being notified to him within 15 days after the notification of termination.\n\nWe have entered into standard employment agreements with each of our other executive officers. There are no arrangements or understanding between us and any of our other executive officers providing for benefits upon termination of their employment, other than as described in our chief executive officer's employment agreement and other than as required by applicable law.\n\nEquity Plans\n\nWe have issued to our employees and certain consultants, stock options and warrants to purchase our ordinary shares, and restricted share awards. Due to French corporate law and tax considerations, we have issued such equity awards under four types of equity plans, collectively referred to in this discussion as our equity plans. Our equity plans provide for the issue of restricted free shares or stock options to employees pursuant to our Stock Option and Restricted Share Award Plans; and, on a limited basis, warrants to our business partners, including certain consultants and advisors, who have long-term relationships with us and advise us on a regular basis, pursuant to our BSA Subscription Plans.\n\nUnder French law, the creation of each of these equity plans and the issuance of the underlying shares must be approved at the shareholders’ general meeting. The shareholders may delegate to our board of directors the authority to finalize the form of the plans and to grant the securities within a period that cannot exceed 18 months for restricted share awards and warrants, and 38 months for stock options. The shareholders have nevertheless historically delegated the authority to our board to grant these securities within a period that cannot exceed 12 months. Once approved by the shareholders’ general meeting, these equity plans cannot be extended either in duration or in size. We have therefore implemented new equity plans each year and expect to continue to do so.\n\nAs of April 23, 2026, a total of 36,010,298 shares (360,102 ADSs) have been authorized the issuance under all our equity plans, of which 27,590,298 shares (275,902 ADSs) are reserved for outstanding awards and 8,420,000 shares (84,200 ADSs) are available for future grants. All shares reserved for future grants will expire at the earlier of the next annual shareholder meeting when a new pool is authorized or August 30, 2028. At April 23, 2026, there were outstanding stock options and warrants to purchase a total of 105,136 of our ADSs issued under our equity plans at a weighted average exercise price of $60.60, of which 80,901 were held by our directors and executive officers at a weighted average exercise price of $54.12 per ADS. Of these outstanding stock options and warrants, at April 23, 2026, options and warrants to purchase 79,936 ADSs were vested and exercisable, of which 55,701 in the form of ADS were held by our directors and executive officers. At April 23,\n\n76\n\n2026, there were unvested restricted share awards outstanding representing 170,767 ADSs, of which 97,120 were held by our directors and executive officers. As of April 23, 2026, there were restricted shares representing 28,517 ADSs (18,519 ADS held by our directors and executive officers) that had vested but were not yet freely transferable under the restrictions of the plans.\n\nThe stock options and warrants granted under each of our equity plans were granted on substantially the same terms. In general, vesting of the stock options granted through May 2024 occurs over four years, with 25% vesting after an initial 12 months and the remaining 75% vesting quarterly over the remaining 36 months or twelve quarters; vesting of the stock options granted from June 2024 occurs over three years, with 33% vesting after an initial 12 months and the remaining 67% vesting on a half-yearly basis over the remaining 24 months or four half-year periods. Restricted shares granted through May 2024 also generally vest over four years with either 25% vesting after an initial 12 months or 50% vesting after the initial 24 months, and the remainder vesting over the remaining 12 or eight quarters, respectively. Restricted shares granted from June 2024 generally vest over three years with either 33% vesting after an initial 12 months or 67% vesting after the initial 24 months, and the remainder vesting over the remaining four or two half-year periods, respectively. In addition, restricted shares cannot be sold during the first 24 months after the grant date. In general, vesting of warrants may be either on a monthly basis over a two-year period, 100% after a one-year period or may be immediate. The stock options and warrants generally expire ten years after the date of grant if not exercised earlier. In general, when a stock option or restricted shareholder’s employment service with us, or a warrant holder’s service with us, terminates for any reason, his or her stock options or restricted shares or warrants, as the case may be, will no longer continue to vest following termination. The holder may exercise any vested stock options or warrants for a period of 30-90 days. In the event of death, the holder’s heirs or beneficiaries shall have a period of six months to exercise such stock options or warrants. In the event that a third party acquires a 100% interest in us, an employee holder of stock options and restricted shares who is subsequently dismissed has the right to exercise all of his or her options or warrants within 30 days, notwithstanding the current vesting schedule, and all unvested restricted shares shall vest immediately, conditional upon such dismissal being at least one year from grant date and subject to the same requirement to hold the restricted shares until two years from the grant date. In the event of a change of control, as defined in the warrant equity plans subject to vesting, warrants that are not yet exercisable will become exercisable for 30 days following the effective date of the change of control.\n\nThe exercise price of the stock options or warrants is set at the fair market value of the shares on the effective date of grant as determined by our board of directors, typically the closing price of the ADSs on the effective date.\n\nIn the event of certain changes in our share capital structure, such as a consolidation or share split or dividend, appropriate adjustments will be made to the numbers of shares and exercise prices under outstanding stock options, founders' warrants and warrants.\n\nNone of our directors and officers beneficially own greater than one percent of our ordinary shares or ADS or have options to purchase more than one percent of our ordinary shares or ADS as of April 23, 2026.\n\nC.Board Practices\n\nIn accordance with French law governing a société anonyme, our business is overseen by our board of directors and by our chairman. The board of directors has appointed Dr. Karam as our chairman, who also serves as our chief executive officer. Subject to the prior authorization of the board of directors for certain decisions as required under French law, the chief executive officer has full authority to manage our affairs.\n\nOur board of directors is responsible for, among other things, presenting our accounts to our shareholders for their approval and convening shareholder meetings. The board of directors also reviews and monitors our economic, financial and technical strategies. The directors are elected by the shareholders at an ordinary general meeting. Under French law, a director may be an individual or a corporation and the board of directors must be composed at all times of a minimum of three members.\n\nWithin the limits set out by the corporate purposes (objet social) of our company and the powers expressly granted by law to the shareholders’ general meeting, the board of directors may deliberate upon our operations and make any decisions in accordance with our business. However, a director must abstain from voting on matters in which the director has an interest. The board of directors can only deliberate if at least half of the directors attend the meeting in the manners provided for in our by-laws. Decisions of the board of directors are taken by the majority of the directors present or represented. Under French law, our directors and chief executive officer may not, under any circumstances, borrow money from us or obtain an extension of credit or obtain a surety from us.\n\n77\n\nOur board of directors currently consists of eight directors; the maximum permitted under our by-laws is nine. Our board of directors has determined that each of Messrs. Cohenour, Cummins, Maitre, Nottenburg, de Pesquidoux, and Slonimsky and Ms. Marced qualify as independent under the applicable rules and regulations of the SEC and the NYSE.\n\nThe sections of the by-laws relating to the number of directors, election and removal of a director from office may be modified only by a resolution adopted by 66 2/3% of our shareholders present or represented. A director’s term expires at the end of the ordinary shareholders’ general meeting convened to vote upon the accounts of the then-preceding fiscal year and is held in the year during which the term of such director comes to an end unless such director’s term expires earlier in the event of a resignation or removal. The following table sets forth the names of the directors of our company, the dates of their initial appointment as directors and the expiration dates of their current term.\n\nNameCurrent\npositionYear of\nappointmentTerm\nexpiration\nyear\n\nGeorges KaramChairman20032027\n\nJason CohenourDirector20252028\n\nWesley CumminsDirector20182027\n\nYves MaitreDirector20142026\n\nMaria MarcedDirector20232026\n\nRichard NottenburgDirector20162028\n\nHubert de PesquidouxDirector20112026\n\nZvi SlonimskyDirector20062027\n\nEach director is elected for a three-year term by a vote of the majority of the shareholders present or represented. Under French law, a director who is an individual cannot serve on more than five boards of directors or supervisory boards in corporations (société anonyme) registered in France; directorships in companies controlled by us, as defined in article L.233-16 of the French Commercial Code, are not taken into account.\n\nDirectors may resign at any time and their position as members of the board of directors may be revoked at any time by a majority vote of the shareholders present or represented at a shareholders’ general meeting, excluding abstentions. The chairman of our board cannot be over 72 years old. A director does not need to be a French national, and there is no limitation on the number of terms that a director may serve. In case of removal without cause, directors may be entitled to damages.\n\nVacancies on our board of directors, including vacancies resulting from there being fewer than the maximum number of directors permitted by our by-laws, provided there are at least three directors remaining, may be filled by a vote of a simple majority of the directors then in office. The appointment must then be ratified by the next shareholders’ general meeting. Directors chosen or appointed to fill a vacancy shall be elected by the board for the remaining duration of the current term of the replaced director. In the event the board would be composed of less than three directors as a result of a vacancy, meetings of the board of directors shall no longer be permitted to be held except to immediately convene a shareholders’ general meeting to elect one or several new directors so there are at least three directors serving on the board of directors, in accordance with French law.\n\nUnder French law, employees may be elected to serve as a director. However, such employee-director must perform actual functions separate from his/her role as director in order to retain the benefit of his/her employment agreement. The number of directors who are our employees cannot exceed one third of the directors then in office. No director can enter into an employment agreement with us after his/her election to the board of directors.\n\nFrench law requires that companies having at least 50 employees for a period of 12 consecutive months have a Comité Social et Economique, or Workers’ Council, composed of representatives elected from among the personnel. Our Workers’ Council was formed in 2007. Two of these representatives are entitled to attend all meetings of the board of directors and the shareholders, but they do not have any voting rights.\n\nDirectors are required to comply with applicable law and with our by-laws. Our directors may be jointly and severally liable for actions that they take that are contrary to our interests. Directors are jointly and severally liable for collective decisions. However, each director may avoid liability by proving that he or she acted diligently and with caution, in particular by not approving the decision at issue or even by resigning in the event of certain critical situations. In certain critical situations, in order to avoid liability for decisions made by the board, a director must resign from his or her office. Directors may be individually liable for actions fully attributable to them in connection with a specific mission assigned to them by the board of\n\n78\n\ndirectors. As a director, the chairman of the board is liable under the same conditions. The chief executive officer may be liable with respect to third parties if he commits a fault that is severable from his duties and which is only attributable to him.\n\nBoard Leadership Structure\n\nWe believe that the interests of our shareholders are best served by maintaining our Board of Directors’ flexibility in determining the board leadership structure that is best suited to the needs of the Company at any particular time.\n\nBoard Committees\n\nOur board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee.\n\nAudit Committee\n\nOur audit committee consists of Hubert de Pesquidoux, Richard Nottenburg and Jason Cohenour, with Mr. de Pesquidoux serving as chairperson. Our audit committee oversees our corporate accounting and financial reporting process and internal controls over financial reporting. Our audit committee evaluates the independent registered public accounting firm’s qualifications, independence and performance; recommends to the shareholders with respect to the identity and compensation of the independent registered public accounting firm; approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; reviews our Consolidated Financial Statements; reviews our critical accounting policies and estimates and internal controls over financial reporting; discusses with management and the independent registered public accounting firm the results of the annual audit and the reviews of our quarterly Consolidated Financial Statements; and reviews the scope and results of internal audits and evaluates the performance of the internal auditor. Our board of directors has determined that each of our audit committee members meets the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our board of directors has determined that Mr. de Pesquidoux is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication under the applicable rules and regulations of the NYSE. The audit committee operates under a written charter that satisfies the applicable rules of the SEC and the NYSE.\n\nCompensation Committee\n\nOur compensation committee consists of Zvi Slonimsky and Richard Nottenburg, with Mr. Slonimsky serving as chairperson. Our compensation committee reviews and recommends policies relating to the compensation and benefits of our officers and employees, which includes reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer and other senior officers, evaluating the performance of these officers in light of those goals and objectives and setting compensation of these officers based on such evaluations. The compensation committee also recommends to the board of directors the issue of stock options and other awards. Our board of directors has determined that each member our compensation committee meets the requirements for independence under the applicable rules and regulations of the SEC and the NYSE. The compensation committee operates under a written charter.\n\nNominating and Corporate Governance Committee\n\nOur nominating and corporate governance committee consists of Yves Maitre, Maria Marced and Zvi Slonimsky, with Mr. Maitre serving as chairperson. The nominating and corporate governance committee is responsible for making recommendations regarding candidates for directorships and the size and composition of our board. In making such recommendations, the nominating and corporate governance committee considers the skills and experience of the directors or nominees in the context of the needs of our board of directors as well as the directors’ or nominees’ diversity of skills and experience in areas that are relevant to our business and activities. In addition, the nominating and corporate governance committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations concerning governance matters. Our board of directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence under the applicable rules and regulations of the NYSE. The nominating and corporate governance committee operates under a written charter.\n\nD.Employees\n\n79\n\nAt December 31, 2025, we had 171 full-time employees, of whom 70 were located in France, 25 were in Israel, 23 were in the United Kingdom, 18 were in Switzerland, 15 were in the United States, 11 were in Taiwan, 7 were in China, and there was one employee in each of Finland and Hong Kong. Management considers labor relations to be good. We also have independent contractors and consultants. At December 31, 2025, we had 20 dedicated engineers from Global Logic in Ukraine for software development and testing, and also had 25 other independent contractors primarily in research and development but also in business development and finance in India, the United Kingdom, Finland, France, Israel, Greece, Serbia, Spain, Germany and Poland.\n\nAt each date shown, we had the following employees, broken out by department and geography:\n\n At December 31,\n\n 202320242025\n\nDepartment:\n\nResearch and development190 90 109 \n\nSales and marketing45 42 37 \n\nGeneral and administration24 18 19 \n\nOperations556\n\nTotal264 155 171 \n\nGeography:\n\nEurope, Middle East, Africa218 119 137 \n\nAsia241919\n\nAmericas22 17 15 \n\nTotal264 155 171 \n\nE.Share Ownership\n\nFor information regarding the share ownership of our directors and executive officers, please refer to “Item 6.B.—Compensation—Equity Plans” and “Item 7.A—Major Shareholders.\n\nF.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\nS’share Ownership\n\nNot applicable."}