UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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DSP Group, Inc.

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DSP GROUP, INC.

Notice of Annual Meeting of Stockholders
ToTo Be Held June 6, 201614, 2021

To the Stockholders of DSP GROUP, INC.:

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of DSP Group, Inc., a Delaware corporation (the “Company”), will be held at the New York Marriott Eastside, 525 Lexington Avenue, New York City, New York, on Monday, June 6, 2016,14, 2021, at 8:30 a.m., local time,Eastern Time, virtually via the Internet. Stockholders will be able to listen, vote, and submit questions from any remote location that has Internet connectivity via live webcast logging in at: www.virtualshareholdermeeting.com/DSPG2021. There will be no physical location for stockholders to attend. The purpose of the annual meeting is to consider and vote upon the following purposes:proposals:

1.Election ofDirectors. To elect seven directors, Shira Fayans Birenbaum, Ofer Elyakim, Thomas A. Lacey, Gabi Seligsohn,Cynthia L. Paul, Yair Seroussi, Norman P. Taffe Patrick Tanguy and Kenneth H. Traub, each to serve until the 20172021 annual meeting of stockholders, and until their successors are elected and qualified,, subject to their earlier resignation or removal;

2.Amendment ofSecondRestated Certificate of Incorporation. To approve an amendment to the Company's Second Restated Certificate of Incorporation to eliminate 66 2/3 voting requirement for removal of a director without cause;

3.     Amendment ofSecondRestated Certificate of Incorporation. To approve an amendment to the Company's Second Restated Certificate of Incorporation to add a provision to designate Delaware Chancery Court as the exclusive forum for certain legal actions;

4.     Selection of Independent Auditors. To ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent auditors for the year ending December 31, 2016;2021;

5.     3.Compensation of theNamed Executive OfficersOfficers. Advisory vote to approve the Company’s named executive officers compensation; and

6.4.    To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement which is attached and made a part hereof. Our boardHolders of directors has fixedrecord of our common stock at the close of business on April 8, 2016 as the record date for determining stockholders16, 2021 are entitled to noticereceive the Notice of Internet Availability of Proxy Materials, this proxy statement and the 2020 annual report and to vote at the annual meeting, and any adjournment orand postponement thereof.

On or about May 7, 2021, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record as of April 16, 2021. The notice will contain instructions on how to vote your shares and how to access an electronic copy of our proxy materials, including this proxy statement and our annual report to stockholders which contains our 2020 consolidated financial statements and other information of interest to you.

Whether or notIn light of the continued COVID-19 pandemic, for the safety of our employees, customers, communities, stockholders, and directors, and taking into account recent federal, state and local guidance that has been issued, we have determined that the 2021 annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. We urge you expect to attend the annual meeting in person, you are urged to mark, sign, date and return the enclosed proxy card as promptly as possible in the postage-prepaid envelope providedvirtually by logging into our live webcast at: www.virtualshareholdermeeting.com/DSPG2021. However, to ensure your representation and the presence of a quorum at the annual meeting. Should you receive more than one proxy because your shares are registered in different namesmeeting, please vote as soon as possible and addresses, each proxy should be returnedrefer to ensure that allthe specific instructions for voting on the Notice of your shares will be voted. If you send in your proxy card and then decide to attend the annual meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

Internet Availability of Proxy Materials.

	By Order of the Board of Directors,
	Ofer Elyakim
	Chief Executive Officer

Los Altos,San Jose, California

April 29, 201630, 2021

Mailed to Stockholders

on or about April 29, 2016

DSP GROUP, INC.
161 S.2055 Gateway Place, Suite 480, San Antonio Road, Suite 10
Los Altos, CA 94022Jose, California 95110

Proxy StatementPROXY STATEMENT
for 2016 Annual Meeting of StockholdersFOR 2021 ANNUAL MEETING OF STOCKHOLDERS

General Information

ThisThe Notice of Internet Availability of Proxy Materials and this proxy statement is furnished to the stockholders of DSP Group, Inc., a Delaware corporation, in connection with the solicitation by our board of directors of proxies in the accompanying form for use in voting atconnection with the annual meeting of stockholders to be held on June 6, 2016,14, 2021, at 8:30 a.m., local time, at New York Marriott Eastside, 525 Lexington Avenue, New York City, New York, andEastern Time, virtually via the Internet,, including any adjournment or postponement thereof. Stockholders will be able to attend the annual meeting, vote, and submit questions via live webcast by logging in at: www.virtualshareholdermeeting.com/DSPG2021. The will be no physical location for stockholders to attend. The shares represented by proxies received properly marked, dated, executed and not revoked will be voted at the annual meeting.

Solicitation, Record DateThe Notice of Internet Availability of Proxy Materials, this proxy statement and Voting Proceduresour 2020 annual report to stockholders will be made available on or about April 30, 2021 to our stockholders of record on April 16, 2021 at https://proxyvote.com.

The solicitationNotice of proxiesInternet Availability of Proxy Materials

Under rules adopted by the Securities and Exchange Commission, we may furnish our proxy materials to our stockholders over the Internet, rather than mailing printed copies of those materials to each stockholder. Paper copies of the proxy materials may be obtained by following the instructions on the Notice of Internet Availability of Proxy Materials. Each stockholder who receives a Notice of Internet Availability of Proxy Materials has the right to vote on all matters presented at the annual meeting. Our stockholders will be conductednot receive a printed copy of the proxy materials unless requested. Instead, the Notice of Internet Availability of Proxy Materials will provide instructions as to how a stockholder may access and review a copy of our proxy materials on the Internet, including this proxy statement and our 2020 annual report. Internet distribution of our proxy materials is designed to expedite receipt by mailstockholders, lower the cost of the annual meeting, and weconserve natural resources. However, if a stockholder would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If a stockholder shares an address with another stockholder and has received only one Notice of Internet Availability of Proxy Materials, such stockholder may write to us at the following address to request a separate copy of these materials at no cost to such stockholder: DSP Group, Inc., 2055 Gateway Place, Suite 480, San Jose, California 95110, Attention: Corporate Secretary. Beneficial owners (i.e. holders of our common stock through a broker dealer, not in their own names) may contact their broker or other nominee to request a separate copy of these materials.

Solicitation and Record Date

We will bear all attendant costs.costs associated with the solicitation of proxies. These costs will include the expense of preparing the proxy materials and mailing proxy materialsthe Notice of Internet Availability of Proxy Materials for the annual meeting and reimbursements paid to brokerage firms and others for their expenses incurred in forwarding solicitation material regarding the annual meeting to beneficial owners of our common stock. We may conduct further solicitation personally, telephonically or by facsimile through our officers, directors and regular employees, none of whom will receive additional compensation for assisting with the solicitation.

The close of business on April 8, 201616, 2021 has been fixed as the record date for determining the holders of shares of our common stock entitled to notice of and to vote at the annual meeting. As of the close of business on the record date, we had 21,714,07124,226,782 shares of common stock outstanding and entitled to vote at the annual meeting. The presence at the annual meeting of a majority of these shares of our common stock, either in person or by proxy, will constitute a quorum for the transaction of business at the annual meeting. Virtual attendance at our annual meeting constitutes presence in person for purposes of quorum at the meeting. An automated system administered by our transfer agentBroadridge Financial Solutions, Inc. will tabulate votes cast by proxy, and a representative from our transfer agentPeder J. Hagberg will act as the independent inspector of elections to tabulate votes cast in person at the annual meeting. Each outstanding share of common stock on the record date is entitled to one vote on all matters.

Voting Method

Each stockholder of record on April 16, 2021 may vote at our annual meeting by the following methods:

Voting by Proxy Card. All shares entitled to vote and represented by properly executed proxy cards received prior to the annual meeting, and not revoked, will be voted at the annual meeting in accordance with the instructions indicated on those proxy cards.

Voting by Telephone or the Internet. A stockholder may vote his, her or its shares by calling the toll-free number indicated on the Notice of Internet Availability of Proxy Materials and following the recorded instructions or by accessing the website indicated on the Notice of Internet Availability of Proxy Materials and following the instructions provided. When a stockholder votes via the Internet or by telephone, his, her or its vote is recorded immediately. We encourage stockholders to vote using these methods whenever possible.

Voting by Attending the Meeting. A stockholder of record may vote his, her or its shares at the virtual annual meeting. Stockholders who attend the virtual annual meeting should follow the instructions at www.virtualshareholdermeeting.com/DSPG2021 to vote during the meeting, If your shares are held in “street name” or by a broker or nominee, you should follow the instructions at www.virtualshareholdermeeting.com/DSPG2021 to vote during the meeting.

Voting Procedures

Under the General Corporation Law of the State of Delaware, an abstaining vote and a broker “non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the annual meeting. Abstentions are included in determining the number of shares voted on the proposals submitted to stockholders and will have the same effect as a “no” vote on such proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular matter because the nominee does not have the discretionary voting power with respect to that matter and has not received instructions from the beneficial owner. Broker “non-votes,” and shares as to which proxy authority has been withheld with respect to any matter, are generally not deemed to be entitled to vote for purposes of determining whether stockholders’ approval of that matter has been obtained. Pursuant to New York Stock Exchange (“NYSE”)Nasdaq Rule 452,2251, proposal 1 (election of directors) is a non-routine matter and, therefore, may not be voted upon by brokers without instruction from beneficial owners.

With respect to proposal 1 of this proxy statement, in an uncontested election, each director nominee will be elected by a majority of the votes castshares present or represented by proxy and voting at the meeting with respect to his election in an uncontestedhis/her election (that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee). Virtual attendance at our annual meeting constitutes presence in person for purposes of the vote required under our bylaws. Abstentions and broker “non-votes” will have no effect on proposal 1.

With respect to proposalsproposal 2 and 3 of this proxy statement, the affirmative vote of a majority of our common stock outstanding as of the record date is required for approval. With respect to proposal 4 of this proxy statement, the affirmative vote of a majority of shares of our common stock present or represented and voted at the annual meeting is required for approval. With respect to proposal 53 of this proxy statement, the affirmative vote of a majority of shares of our common stock present or represented and voted at the annual meeting is required for approval, although such vote will not be binding on us. Abstentions will have the same effect as “no” votes on proposals 2 3, 4 and 53 presented at this annual meeting. Broker “non-votes” will have the sameno effect as “no” votes on proposals 2 and 3, and no effect on proposals 4 and 5.3. Virtual attendance at our annual meeting constitutes presence in person for purposes of the vote required under our bylaws.

The Proxy

The persons named as proxy holders, Ofer Elyakim and Dror Levy, were selected by our board of directors and currently serve as our executive officers.

All shares represented by each properly executed, unrevoked proxy received in time for the annual meeting will be voted in the manner specified therein. If no specification is made on the proxy as to any one or more of the proposals, the common stock represented by the proxy will be voted as to the proposal for which no specification is given as follows: (1) FOR the election of all director nominees named in this proxy statement; (2)FOR proposals 2 3, 4 and 5;3; and (3) with respect to any other matters that may come before the annual meeting, at the discretion of the proxy holders. We do not presently know of any other business to be conducted at the annual meeting.

Revocability of Proxy

If the shares of common stock are held in your name, you may revoke your proxy given pursuant to this solicitation at any time before the proxy card is voted by: (i) delivering to us (to the attention of Dror Levy, our Secretary), at the address of our principal executive offices, a written notice of revocation or a duly executed proxy bearing a later date, or (ii) attending the annual meeting and voting in person.at the meeting. In light of COVID-19, if you intend to revoke your proxy by providing such a written notice, we advise that you also send a copy via email to ir@dspg.com. If your shares are held in “street name,” you should follow the directions provided by your broker regarding how to revoke your proxy. Your attendance at the annual meeting after having executed and delivered a valid proxy card will not in and of itself constitute a revocation of your proxy. You will be required to give oral notice of your intentionfollow the instructions at www.virtualshareholdermeeting.com/DSPG2021 to vote in person to the inspector of elections atduring the annual meeting.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our bylaws currently authorize the number of directors to be not less than five or more than nine. The number of directors on our board of directors is currently fixed at nine.

In June 2014, our stockholders approved an amendment to our Restated Certificate of Incorporation and bylaws to declassify the board and move to annual elections of directors. The declassification was phased in beginning with the 2014 annual meeting and will result in the board being fully declassified, and all board members standing for annual elections of one-year terms, beginning with this annual meeting.

Reuven Regev and Norman J. Rice, III, both presently directors of the company, have advised the company that each of them will not be standing for re-election for an additional term aseight. As Gabi Seligsohn, a director. Messrs. Regev and Rice will continue to be acurrent member of the board of directors, untilis not standing for re-election at this meeting, the board anticipates amending the bylaws to return the exact number of directors on the board to seven promptly after this annual meeting. Effective as of the date of this annual meeting, the size of our board of directors will be reduced to seven and our current bylaws will be amended and restated to fix the size of the board of directors as seven.

At this annual meeting, the stockholders will elect seven directors to serve a one-year term until the 20172022 annual meeting. Each of Messrs. Ofer Elyakim, Thomas A. Lacey, Gabi Seligsohn, Yair Seroussi, Norman P. Taffe Patrick Tanguy and Kenneth H. Traub, and Mses. Shira Fayans Birenbaum and Cynthia L. Paul have been nominated as a director to serve until the 20172022 annual meeting of stockholders and until their successors are elected or appointed and qualified, or until their earlier resignation or removal. Our board has no reason to believe that each of Messrs. Elyakim, Lacey, Seligsohn, Seroussi, Taffe Tanguy and Traub, and Mses. Fayans Birenbaum and Paul will be unable or unwilling to serve as a director if elected.

Director Nominees to Serve One-Year Term

The following information with respect to our director nominees is as of April 1, 2020.

Shira Fayans Birenbaum, 57, has served as one of our directors since April 2021. She comes with a long and distinguished track record in B2C and B2B, leading digital transformation motion and innovation, specializing in growth engines, managing P&Ls, business performance, strategy, marketing, e-commerce and sales. She has served both as an executive manager and leader across a wide range of global industries such as technology, cloud, software, telecom, cyber security, while also coaching others, believing strongly in the importance of mentorship and personnel development. Ms. Fayans Birenbaum also serves as global president of CYMPIRE Ltd., a disruptive cyber simulation platform. Prior to joining CYMPIRE Ltd., she held the position of COO and CMO of Microsoft Israel, where she was described as the “CEO of Digital Transformation,” owning all business operations, financials and subsidiary scorecards, as well as responsibility for all cloud services and Open Source growth. She was responsible for all launches and deployment of new technologies, solutions and services, including leadership of the Microsoft security and blockchain initiatives. She has many years of experience as a board member in Israeli public traded companies such as investment houses, banks, insurance, real estate, manufacturers and educational institutions. Prior to Microsoft, Ms. Fayans Birenbaum held senior executive roles in PWC consulting and Orange Israel. She holds an MBA from Tel Aviv University, as well as a BA in French and General Studies from Tel Aviv University. Across her careers she has won numerous MEA and Worldwide awards, including prizes for best marketing activities and ceativity. We believe Ms. Fayans Birenbaum’s qualifications to sit on our board include her sales and marketing expertise, knowledge of the markets within which the company operates and her broad experience in executive management roles.

Ofer Elyakim, 46,51, currently serves as our Chief Executive Officer and a member of the Board of Directors. Mr. Elyakim joined us in January 2006 as Director of Business Development and Investor Relations, and was promoted to Vice President of Business Development in May 2007. He was promoted to Senior Vice President, President of South East Asia Operations in May 2008. In July 2009, Mr. Elyakim was appointed our Chief Executive Officer. In May 2011, Mr. Elyakim was appointed to our board. Previously, Mr. Elyakim worked as a research analyst covering media and broadcasting companies at CIBC World Markets in New York. Prior to that, he held several management positions at Radvision, Tundo Communications and Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global. A certified public accountant, Mr. Elyakim holds an MBA with honors from Columbia Business School and a BA in Computer Science and Accounting from Tel Aviv University. We believe Mr. Elyakim’s qualifications to sit on our board includehisinclude his extensive knowledge of the company, its products, strategies, and customers through his employment with the company, including as our Chief Executive Officer, his strong leadership skills and his broad experience in executive management roles.

Thomas A. Lacey,, 57,62, has served as one of our directors since May 2012. SinceHe is an advisor at Smartron, a consumer electronics company, since March 2021. From May 2013 to June 2017, Mr. Lacey has served as Chief Executive Officer and a director ofTessera Technologies, Inc.of Xperi Corporation (NASDAQ: TSRA)XPER), a technology licensor in areas such as mobile computing and communications, memory and data storage, and 3-D integrated circuit technologies.technologies, and was also a director of the company from May 2013 to December 2017. From August 2018 to January 2019, Mr. Lacey was the interim Chief Executive Officer of Immersion Corporation (NASDAQ: IMMR), the leading developer and licensor of touch feedback technology and also was a director of the company from August 2018 through June 2019. He formerly was the Chairman and Chief Executive Officer of Components Direct, a provider of cloud-based product life cycle solutions, and served in those capacities from May 2011 to April 2013.2013 until its sale to Avnet. Mr. Lacey served on the board of directors and the audit committee of International Rectifier Corporation, a leader in power management technology, and has served in those capacities from March 2008 to January 2015 when the company was sold to Infineon. Previously, Mr. Lacey served as the President, Chief Executive Officer and a director of Phoenix Technologies Ltd., a global provider of basic input-output software for personal computers, from February 2010 to February 2011.2011 until its sale to a private equity company. Prior to joining Phoenix Technologies Ltd., Mr. Lacey was the Corporate Vice President and General Manager of the SunFab™ Thin Film Solar Products group of Applied Materials, Inc., from September 2009. Mr. Lacey previously served as President of Flextronics International’s Components Division, now Vista Point Technologies, from 2006 to 2007. Mr. Lacey joined Flextronics in connection with the sale to Flextronics of publicly-traded International Display Works, where Mr. Lacey had been Chairman, President and Chief Executive Officer from 2004 to 2006. Prior to International Display Works, Mr. Lacey held various management and executive positions at Intel Corporation for 13 years, including Vice President Sales and Marketing, President of Intel Americas, and Vice President and General Manager, Flash Products. Mr. Lacey holds a Bachelor of Arts degree in computer science from the University of California, Berkeley, and masters of business administration degree from the Leavey School of Business at Santa Clara University. We believe Mr. Lacey’s qualifications to sit on our board include his currentexperience as Chief Executive Officer and past role as CEOsenior management positions of leading technology companies, including anotherother NASDAQ-listed companycompanies with a complex global structure, his financial, M&A and integration expertise, as well as his executive leadership and management experiences.

Gabi SeligsohnCynthia L. Paul, 49, has served as one of our directors since May 2013. Since April 2014, he has been the2018. She is Founder, Chief ExecutiveInvestment Officer, of Kornit Digital Ltd., (NASDAQ: KRNT), a developer and manufacturer of industrial and commercial printing solutions for the garment, apparel and textile industries.He was selected to the board of Kornit in January 2015. Mr. Seligsohnserved as the President and Chief Executive Officer of Nova Measuring Instruments (NASDAQ: NVMI)Lynrock Lake LP, an investment management firm she founded in January 2018. Ms. Paul invests across the full capital structure of public and private companies, employing a long-term, fundamentally-driven, value-oriented investment strategy, with a focus on the technology industry. From 2002 to 2017, Ms. Paul was a portfolio manager at Soros Fund Management LLC (“SFM”), where she managed a portfolio across corporate credit, converts, and equities, with a focus on the technology industry. She served as Chairman of the Board of Directors of Conexant Systems LLC (“Conexant”), a providerfabless semiconductor company, from 2013 to 2017. During her time as Chairman, Conexant executed a turnaround of leading-edge stand-alone metrologyits legacy business lines and rose to a leadership position in the audio market, leader of integrated metrology solutions to the semiconductor process control market, from August 2006 to August 2013. Mr. Seligsohnculminating in an acquisition by Synaptics Incorporated in 2017. Ms. Paul joined NovaSFM in 19982000 and served in several key positions inas a SFM representative for the company, including as the Executive Vice President, Global Business Management Group from August 2005 to August 2006. From August 2002 until August 2005, Mr. Seligsohn was President of Nova’s U.S. subsidiary, Nova Inc.Council on Foreign Relations and on SFM's Investment Committee. Prior to that, he was Vice President Strategic Business Developmentjoining SFM, she worked at Nova Inc. where he established Nova’s OEM group managing the Applied MaterialsThe Palladin Group in 1999 and Lamat JP Morgan from 1994 to 1999, most recently as Head of Convertible Research. Ms. Paul graduated from Princeton University in 1994 with an Independent Major in Statistics and Operations Research, accounts between the years 2000 to 2002. From 1998 to 2000 he served as Global Strategic Account Manager for the company’s five leading customers. Mr. Seligsohn joined Nova after serving as a Sales Manager for key financial accounts at Digital Equipment Corporation. Mr. Seligsohn holds an LL.B.Certificate from the UniversityPrinceton School of ReadingPublic and International Affairs, and a Certificate in England. He was voted CEOEngineering Management Systems. She is advisory board member and former board member of the year for the Israeli Hi-Tech industry by the Israeli management instituteAlphaSense LLC, a SaaS company providing intelligent search to enterprise customers. Ms. Paul became a CFA® charterholder in 2010.2002. We believe Mr. Seligsohn’sMs. Paul’s qualifications to sit on our board include his experience as CEO of leading complex global organizations, hisher deep investment and financial expertise, his vastknowledge of the markets within which the company operates, and leadership and management experience in leading other NASDAQ-listed companies, as well as his executive leadership, management and strategic development experiences.company turnarounds.

Yair Seroussi, 60,65, has served as one of our directors since February 2002. SinceFrom 2009 to January 2017, Mr. Seroussi has beenwas the Chairman of the board of directors of Bank Hapoalim, Israel’s leading bank. Currently, he serves as chairman of Zim Integrated Shipping Services Ltd., an Israeli international cargo shipping company (NYSE: ZIM) since October 2020. He also serves as chairman of Enlight Renewable Energy, a publicly traded company on the Tel Aviv Stock Exchange, that builds and operates solar and wind power facilities, since 2018, a director of Mediterranean Towers, a leading and large chain of retirement communities in Israel listed on the Tel Aviv Stock Exchange, after serving as the Chairman from 2017 to 2019. Mr. Seroussi is also a member of the board of directors of Stratasys (NASDAQ: SSYS), a market leader company of 3D printing, since July 2017. Mr. Seroussi also served as President of the Israeli Bank Association from 2009 to 2011. Mr. Seroussi was the founder and head of Morgan Stanley Israel for 16 years. He was the founder and Chairman of Mustang Mezzanine Fund. He servedserves as the Chairmana member of the Investment Committee of Mivtachim, Israel’s largest pension fund, and founded and was a member of various investments committees of private equity funds. Mr. Seroussi served as a director of Israel Corp and Frutarom Industries. Mr. Seroussi is a member of the Board of Governors of the Hebrew University, and Chairman of the Eli Hurvitz Strategic Management Forum at the Tel Aviv University. Mr. Seroussi served over a decade in Israel’s Ministry of Finance where he held several senior positions. Mr. Seroussi holds a Bachelor’s degree in Economics and Political Science from the Hebrew University. We believe Mr. Seroussi’s qualifications to sit on our board include his years of experience providing strategic and investment advisory services to companies, as well as his leadership and risk assessment skills, and directorship expertise by being the former Chairman of Bank Hapoalim and being on boards of various other U.S. public and Israeli companies.

Norman P. Taffe, 50,55, has served as one of our directors since May 2013. Mr. Taffe has been a general manageris currently Executive Vice President, North America Residential at SunPower Corporation sinceand started with the company in June 2013. Since2013 as a general manager. From September 2012, Mr. Taffehas served as a member of the board of directors of Integrated Device Technology, Inc. (NASDAQ: IDTI), a mixed-signal semiconductor solutions company. He is also a member until its sale to Renesas in March of the board of directors of the Second Harvest Food Bank, a non-profit organization, since July 2008.2019. Previously, Mr. Taffe served as the Executive Vice President of Consumer and Computation Division of Cypress Semiconductor Corporation (NASDAQ: CY) (“Cypress”), a provider of high-performance, mixed-signal, programmable solutions that provide customers with rapid time-to-market and exceptional system value, from May 2007 until May 2012. Prior to that, Mr. Taffe held numerous positions with Cypress, including Marketing Director of the programmable logic and interface products divisions from April 1999 to July 2001, Managing Director of Cypress’ mergers and acquisitions and venture funds from July 2001 to September 2002, Managing Director of the wireless business unit from September 2002 to January 2005, and Vice President of the Personal Communications Division from January 2005 to May 2005. He completed the Program for Management Development at Harvard Business School and has a Bachelor of Science degree in Electrical Engineering from the University of Michigan. We believe Mr. Taffe’s qualifications to sit on our board include his 20 plus years in senior executive positions, his extensive experience inknowledge of our sales channels, competitors and end markets, as well as the technology industry generally, and directorship on another NASDAQ-listed company.

Patrick Tanguy, 55, has served as one of our directors since November 1999 and was appointed as our non-executive Chairman in May 2014. Since September 2007, Mr. Tanguy has been a Managing Director at Wendel, a French-listed investment company. At Wendel, he notably serves as a non-executive director of various company holdings.  From February 1991 to September 2007, Mr. Tanguy served as Managing Director and Chief Executive Officer of various manufacturing and service company: Prezioso S.A., an industrial coating and insulation specialist;   Monne-Decroix, a real estate development company;  Technal Group, an aluminum building systems company; Hays DX France, an express transport services company; DAFSA, a supplier of economic data and financial information; and Steelcase Strafor,  an office furniture manufacturer. Mr Tanguy started his professional career in 1984 at Bain & Co in London and Paris where he was promoted to Partner in 1990. Mr Tanguy received a MBA from HEC Paris. We believe Mr. Tanguy’s qualifications to sit on our board include his experience as CEO of leading complex global organizations, his financial expertise, as well as his executive leadership and management experience,and his understanding of our company acquired during his 15 plus years of service on our board.

Kenneth H. Traub, 54,59,has served as one of our directors since May 2012. Since December2012 and was appointed our non-executive Chairman in May 2017. Mr. Traub currently serves as the Managing Member of the General Partner of Delta Value Group, an investment firm that he founded in 2019 and as the Managing Member of the General Partner of Delta Value Advisors LLC, a consulting firm that he founded in 2020. From 2015 to 2019, Mr. Traub served as Managing Partner of Raging Capital Management LLC, a registered investment firm. From 2009 through 2015, Mr. Traub has been a Managing Partner at Raging Capital Management, LLC., an investment firm. From January 2009 to November 2015, Mr. Traub was the President and Chief Executive Officer of Ethos Management LLC, which specializesa private investment and consulting firm. From 1999 until its acquisition by JDS Uniphase Corp. (“JDSU”) in executing strategies to build and unlock stockholder value. From November 2013 to November 2015,2008, Mr. Traub was a general partner at Rosemark Capital, a private equity firm. Mr. Traub was theserved as President and Chief Executive Officer and a director of American Bank Note Holographics, Inc. (“ABNH”), or ABNH, a global leader in product and document security, from 1999 until its sale in 2008 to JDS Uniphase Corporation, a leading providerglobal supplier of optical security devices for the protection of documents and communications products. Mr. Traub managed the turnaround, growth and sale of ABNH.products against counterfeiting. Following the sale of ABNH, Mr. Traubhe served as Vice President of JDSU, a global leader in 2008.Inoptical technologies and telecommunications. In 1994, Mr. Traub co-founded Voxware, Inc., a pioneer in ‘Voicevoice over IP’Internet protocol communication technologies, and actedserved as its Executive Vice President and Chief Financial Officer and director until Junethrough 1998. PriorFrom 1988 to Voxware,1994, he wasserved as Vice President of Finance of Trans-Resources, Inc., a multi-national holding company. Mr. Traub currently serves on the boards of directors of the following publicly traded companies: (i) MRV Communications,Tidewater, Inc. (NASDAQ: MRVC) since November 2011(NYSE: TDW), a leading global owner and as Chairman since January 2012, where he is a memberoperator of the audit committee, compensation committeeoffshore support vessels and nominating and governance committee; (ii) Athersys, Inc. (NASDAQ: ATHX) since June 2012 where he is, a memberbiotechnology company. He previously served on the boards of directors of (i) Phoenix Technologies, Inc., a supplier of the audit committeebasic input output system for the personal computer industry, from 2009 until the company was sold in 2010, (ii) iPass, Inc., a provider of mobility services for Enterprises and compensation committee;Carriers, from 2009 to 2013, (iii) MIPS Technologies, Inc., a provider of industry standard processor architectures and (iii) A.M.cores, from 2011 until the company was sold in 2013, (iv) Xyratex Limited, a leading supplier of data storage technologies, from 2013 until the company was sold in 2014, (v) Vitesse Semiconductor Corporation, a supplier of integrated circuit solutions for next-generation carrier and enterprise networks, from 2013 until the company was sold in 2015, (vi) Athersys, Inc., a biotechnology company engaged in the discovery and development of therapeutic product candidates from 2012 to 2016 and in 2020, (vii) A. M. Castle & Co., (NYSE: CAS), since March 2015 where he is a memberspecialty metals distribution company from 2014 to 2016, (viii) as Chairman of the human resource committee. Mr. Traub has been nominated for electionBoard of MRV Communications, Inc., a supplier of communication networking equipment from 2011 until the company was sold in 2017, (viii) IDW Media Holdings, a diversified media company, from 2016 to 2018, (ix) Immersion Corporation, a leading innovator in haptics technologies, from 2018 to 2019, (x) Gulfmark, Inc., a global owner and operator of offshore support vessels from 2017 until the company merged with Tidewater, Inc. in November 2018 and (xi) as a memberChairman of the board of directorsBoard of Intermolecular, Inc. (NASDAQ: IMI), aan innovator in materials sciences, from 2016 until the company specializingwas sold in the discovery and development of engineered materials for next generation high-technology products, in connection with Intermolecular's upcoming annual meeting of stockholders to be held on May 25, 2016. Mr. Traub2019. He also served onas the boards of (1) Phoenix Technologies Ltd. (NASDAQ:PTEC) from November 2009 through its sale in December 2010, where he was a memberChairman of the audit committee and compensation committee; (2) MIPS Technologies, Inc. (NASDAQ: MIPS) from November 2011 through its sale in February 2013, where he was a memberBoard of the audit and governance committee; (3) iPass, Inc. (NASDAQ: IPAS) from June 2009 through June 2013, where he was a memberNew Jersey chapter of both the compensation committeeYoung Presidents Organization and the corporate governance and nominating committee; (4) Xyratex Limited (NASDAQ: XRTX) from June 2013 through its sale in March 2014, where he was a member of the audit committee; and (5) Vitesse Semiconductor Corp. (NASDAQ: VTSS) from March 2013 through its sale in April 2015 to Microsemi Corporation, where he is a member of the compensation committee and chairman of the strategic advisory committee.World Presidents Organization. Mr. Traub received a Master’sBA from Emory College in Business Administration1983 and an MBA from Harvard Business School in 1988 and a Bachelor of Arts degree from Emory University in 1983.1988. We believe Mr. Traub’s qualifications to sit on our board include his experience and expertise in managing, restructuring, rebuilding, growing and selling companies to maximize stockholder value.value, and his public company experience which allows him to understand the dynamics of the board overseeing a dynamic mix of strategic, financial, operational and governance-related matters.

Director Independence

Our board of directors has determined that all of the director nominees are “independent” as that term is defined in the published listing requirements of NASDAQ, except for Mr. Elyakim who is our Chief Executive Officer.

Required Vote

Pursuant to NYSENasdaq Rule 452,2251, the uncontested election of directors is no longer a routine matter and, therefore, may not be voted upon by brokers without instruction from beneficial owners. Consequently, proxies submitted by brokers for shares beneficially owned by other persons may not, in the absence of specific instructions from such beneficial owners, vote the shares in favor of a director nominee or withhold votes from a director nominee at the brokers’ discretion.

TheIn an uncontested election, the director nominees will be elected by a majority of the votes castshares present or represented by proxy and voting at the meeting with respect to his election in an uncontestedhis/her election (that is, the number of shares voted “for” that nominee exceeds the number of votes cast “against” that nominee). Virtual attendance at our annual meeting constitutes presence in-person for purposes of the vote required under our bylaws. Abstentions and broker “non-votes” will have no effect on proposal 1.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR
THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information with respect to our executive officers and directors as of April 1, 2016:2020:

* Messrs. Regev and Rice have informed the company that they will not be standing for re-election.

Dror Levy currently serves as our Chief Financial Officer. Mr. Levy joined us in August 2002 as Corporate Controller and was promoted to the position of Vice President of Finance in January 2006 and as our Chief Financial Officer and Secretary in July 2006. Prior to joining the Company, Mr. Levy worked at Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, where he served as an account manager in the high-tech practice. Mr. Levy is a certified public accountant and holds an M.B.A. from Tel Aviv University and a B.A. in Business and Accounting from the Israeli College of Management.

Tali Chen currently serves as our Chief Business Officer. Ms. Chen joined us in 2008 as VP Human Services and Legal Affairs and held various positions within the company, including most recently as our Chief Marketing Officer from August 2018 to August 2020. Prior to joining us, Mrs. Chen was Director of Commercial Legal Affairs at RADA Electronic Industries, she served as a Major in the Israeli Defense Forces, was the founding manager of the “Atidim for Industry” program, and an intern at the IDF Ombudsman’s office. Ms. Chen holds an LLB in Law and Government with honors from the Interdisciplinary Center (IDC) of Herzliya, and an MBA from the Technion – Israel Institute of Technology.

For our directors nominated for re-election at this annual meeting, see the biographies set forth in Proposal 1 of this proxy statement.

Corporate Governance Overview

Our board of directors is committed to strong and effective corporate governance, and, as a result, it regularly monitors our corporate governance policies and practices to ensure compliance with applicable laws, regulations and rules, as well as the best practices.

Our corporate governance program features the following:

Board Leadership Structure

Our board of directors has a Chairman who is a non-employee director. Our Chairman is responsible forsettingfor setting the agenda for board meetings, presiding over meetings of the board, facilitating communication among directors and ensuring an appropriate information flow from and between senior management to the board.Ourboard. Our Chief Executive Officer joined as a member of our board in May 2011. Our board of directors unanimously appointed our Chief Executive Officer to the board in consideration of the insights he brings to the board in light of his day to day leadership of the company and intimate knowledge of our business and operations.

Director Independence

Our board of directors has determined that all non-employee directors of the board, currently consisting of Messrs. Lacey, Regev, Rice, Seligsohn, Seroussi, Taffe Tanguy and Traub, and Mses. Paul and Fayans Birenbaum are “independent” as that term is defined in the NASDAQ listing standards. In making this determination, our board of directors considered transactions and relationships between each director or hishis/her immediate family and the company and our subsidiaries, of which there were none in 2015.subsidiaries. The purpose of this review was to determine whether any such relationships or transactions were material and, therefore, inconsistent with a determination that the director is independent. As a result of this review, our board affirmatively determined, based on its understanding of such transactions and relationships, that all of our non-employee directors are independent of the company and, therefore, a majority of the members of our board is independent, under the standards set forth by the NASDAQ listing standards.

The Board’sBoard’s Role in Risk Oversight

Our board of directors engages an enterprise-wide approach to risk management, designed to support the achievement of business objectives, including organizational and strategic objectives, to improve long-term organizational performance and enhance stockholder value. The involvement of the full board in setting our business strategy is a key part of its assessment of management’s plans for risk management and its determination of what constitutes an appropriate level of risk for the company. Our board’s role in the company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, legal, IT, cybersecurity and regulatory, and strategic and reputational risks. While the full board has the ultimate oversight responsibility for the risk management process, various committees of the board also have responsibility for risk management. For example, financial risks, including internal controls, and cybersecurity are overseen by the audit committee and risks that may be implicated by our executive compensation programs are overseen by the compensation committee. Moreover, our nomination and corporate governance committee conducts an annual board assessment and reports its findings to the full board. Upon identification of a risk, the assigned board committee or the full board discuss or review risk management and risk mitigation strategies. Additional review or reporting on enterprise risks is conducted as needed or as requested by the board or committee.

Relationships among Directors or Executive Officers

There are no family relationships among any of our directors or executive officers.

Meetings and Committees of the Board of Directors

During 2015,2020, our board of directors met six10 times inin-person meetings or telephonically. No director attended fewer than 75% of the aggregate of either (i) the total number of board meetings held during the period for which he or she was a director, orand (ii) the total number of committee meetings of the board held in 20152020 on which he served, except that Mr. Seroussi attended approximately 60% of the audit committee meetings in 2015 due to personal circumstances. Since joining the board in 2002, Mr. Seroussi has attended greater than 75% of all board and committee meetings for which he was a member. Moreover, Mr. Seroussi attended 100% of all board and other committee meetings for which he was a member in 2015.or she served. In light of the geographic dispersion of our directors, the directors’ attendance at the annual meeting of stockholders is encouraged but not required. Director attendance at each annual stockholders’ meeting will be posted on our web site atwww.dspg.com. All of our directors attended the 20152020 virtual annual meeting. It is also the general policy of our board that at the conclusion of each meeting of the board,, the independent directors shall meet separately with no members of management present to review and discuss, among other things, the company’s strategy, performance and management effectiveness.

Compensation Committee

The compensation committee met in meetingsin-person or telephonically two2 times in 2015.2020. The compensation committee currently consists of Messrs. Seligsohn, Seroussi Taffe,and Traub, and Tanguyas well as Ms. Paul, with Dr. RegevMr. Seligsohn as the Chairman.Chairman since June 2020. Mr. Seligsohn will not continue after this annual meeting as he has chosen not to stand for re-election. Our board of directors has determined that all current members of the compensation committee are “independent” as that term is defined in the NASDAQ listing standards. The committee’s functions are to establish and apply our compensation policies with respect to our executive officers. Additional duties and powers of the compensation committee are set forth in its charter, which was initially adopted and approved in January 2005, and a copy of which is available on our website atwww.dspg.com.

Audit Committee

Audit Committee

The audit committee met five6 times in meetingsin-person or telephonically in 2015.2020. The audit committee currently consists of Messrs. Lacey, RiceSeroussi and SeroussiTaffe, and Ms. Paul, with Mr. TanguyLacey as the Chairman. The committee emphasizes the importance of an environment that supports integrity in the financial reporting process. The audit committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors.auditors, as well as overseeing processes for monitoring auditor independence. In addition, the audit committee is responsible for (i) approving the audit and non-audit services performed by our independent auditors, (ii) communicating with independent auditors on matters related to the conduct of the audit and foron critical audit matters expected to be described in the auditor’s report, (iii) overseeing the implementation of new accounting standards, (iv) reviewing the use of non-GAAP measures and related company policies and disclosure controls, and (v) reviewing and evaluating our accounting principles and our processes for and system of internal accounting controls. The audit committee also regularly review and monitor the company’s position in marketable securities and cash management. Additional duties and powers of the audit committee are set forth in its charter, which was initially adopted and approved in November 2002, and a copy of which is available on our website atwww.dspg.com. The audit committee has also established procedures for (a) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

After considering transactions and relationships between each member of the audit committee or hishis/her immediate family and the company and our subsidiaries and reviewing the qualifications of the members of the audit committee, our board of directors has determined that all current members of the audit committee are (1) ”independent” as that term is defined in Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (2) “independent” as that term is defined in the NASDAQ listing standards; and (3) financially literate and have the requisite financial sophistication as required by the NASDAQ listing standards. Furthermore, our board of directors has determined that Messrs.Mr. Lacey and Tanguy qualifyqualifies as an audit committee financial experts,expert, as defined by the applicable rules of the Exchange Act, pursuant to the fact that, among other things, both are or havehe has been a Chief Executive OfficersOfficer of various public (and private) companies, and in those capacities had acquired the relevant experience and expertise and have the attributes set forth in the applicable rules as being required for an audit committee financial expert.

Nomination and Corporate Governance Committee

The nomination and corporate governance committee met oncehad 2 in-person or telephonically meetings in 2015.2020. The nomination and corporate governance committee currently consists of Messrs. Lacey, Seligsohn, RiceTaffe and Dr. RegevTraub with Mr. LaceyTaffe as the Chairman. Mr. Tanguy resigned from the committee and Mr. Rice joined the committeeSeligsohn will not continue after this annual meeting as his replacement effective July 1, 2015.he has chosen not to stand for re-election. Our board of directors has determined that all current members of the nomination and corporate governance committee are “independent” as that term is defined in the NASDAQ listing standards. The role of the nomination and corporate governance committeecommittee’s purpose is to assist the board in all matters relating to the establishment, implementation and monitoring of policies and processes regarding the recruitment and nomination of candidates to the board and committees of the board, and the development, evaluation and monitoring of our corporate governance processes and principles. The committee also is responsible for developing, implementing and monitoring compliance ofwith our code of business conduct and ethics and making recommendations to the board of revisions to the code from time to time as appropriate. Additional duties and powers of the nomination and corporate governance committee are set forth in its charter, which was initially adopted and approved in January 2005, and a copy of which is available on our website atwww.dspg.com.

Strategy Committee

The strategy committee met in meetings or telephonically once in 2015. The strategy committee currently consists of Messrs. Elyakim, Seligsohn and Taffe with Mr. Traub as the Chairman.The purpose of the strategy committee is to review and make recommendations to the board regarding the strategic direction of the company, review and assess the long-range strategic objectives of the company and provide oversight of the company’s strategic plan and its implementation. Additional duties and powers of the strategy committee are set forth in its charter, which was initially adopted and approved in June 2013.

Compensation Committee Interlocks and Insider Participation

The compensation committee currently consists of Messrs. Seligsohn, Seroussi Taffe,and Traub, and Tanguyas well as Ms. Paul, with Dr. RegevMr. Seligsohn as the Chairman. Mr. Seligsohn will not continue after this annual meeting as he has chosen not to stand for re-election. No member of this committee is a present or former officer or employee of the company or any of our subsidiaries. None of our executive officers served on the board of directors or compensation committee of any entity which has one or more executive officers serving as a member of our board or compensation committee.

Qualifications of Directors

Our board of directors has not established any special qualifications or any minimum criteria for director nominees. In considering candidates for the board, the nomination and corporate governance committee will consider board composition regulations applicable to the company, as well as the entirety of each candidate’s credentials,regardless of the nominee’s gender, racial background, religion or ethnicity. However, as specified in the charter for the nomination and corporate governance committee, the committee will consider certain qualifications such as the nominee’s personal and professional integrity, ability, judgment, broad experience in business, finance or administration, familiarity with our industry, ability to serve the long-term interests of our stockholders and sufficient time available to devote to our affairs. The nomination and corporate governance committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective director nominees. The committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow our board to fulfill its responsibilities. The nomination and corporate governance committee will also use its best efforts to seek to ensure that the composition of our board of directors at all times adheres to the independence requirements applicable to companies listed on NASDAQ, as well as other regulatory requirements applicable to us.

Diversity of the Board

Our board of directors does not have a formal policy requiring the nominating and corporate governance committee to considerconsiders the diversity of directors in its nomination process. Nonetheless, our board values diversityprocess and diversity is one of the factors considered by the committee in thecommitted to actively seeking women and minority director identification and nomination process.candidates for consideration. The committee seeks nominees with a broad diversity of experience, professions, education, skills, geographic representation, gender, ethnicity and backgrounds with a view to have a slate of candidates for election that represents a diversity of views, experiences and backgrounds. Furthermore, the nomination and corporate governance committee considers the board composition regulations applicable to the company. Currently two of the seven board nominees are women.

Board Tenure

Our board of directors is mindful that an effective board requires the infusion of new ideas and fresh perspectives in the boardroom. As part of our board’s succession planning, the nomination and corporate governance committee and our board regularly review the composition of the board and assess the balance of knowledge, experience, skills, expertise, tenure and diversity that is appropriate for the board and the company. The average tenure of our board is 8.3 years. Please see each board members’ biography for a listing of their qualifications and contributions to our board.

Director Annual Evaluation

It is important to the company that the board and its committees are performing effectively and in the best interests of the company and its stockholders. The board performs an annual self-assessment, led by the chair of the nomination and corporate governance committee, to evaluate its effectiveness in fulfilling its obligations. As part of this annual self-assessment, directors are able to provide feedback on the performance of the board, the committees and other directors. The chair of the nomination and corporate governance committee consults with the Chairman of the board and other directors, and the board then follows up on thisconsiders the feedback and takes such further action as hethe board deems appropriate.

Director Nomination Process

We do not have a formal director nomination process.

Continuing Directors

Generally, the nomination and corporate governance committee identifies nominees by first evaluating the current members of the board willingwillingness to continue in service. Current members of the board with skills and experience that are relevant to our business and who are willing to continue in service are considered for renomination. The nomination and corporate governance committee will balance the value of continuity of service by existing members of the board with that of obtaining a new perspective.

New Directors

Generally, once a need to add a new board member is identified, the nomination and corporate governance committee will initiate a search by working with staff support, seeking input from board members and senior management and, if necessary, hiring a consultant or search firm. After a slate of possible candidates is identified, members of the nomination and corporate governance committee, other members of the board and senior management have the opportunity to interview the prospective candidate(s). The remaining members of the board who do not interview the prospective candidate(s) are kept informed of the progress. A potential new director also may be recommended by a current director, after which the input of the nomination and corporate governance committee and the other members of the board on the merits of his or her appointment to the board would be sought. The nomination and corporate governance committee ultimately recommends the best candidate(s) the committee members determine after the selection process for approval by the full board.

Stockholder Engagement

Our board of directors and management focus on creating long-term, sustainable stockholder value. Key to this goal is stockholder engagement at conferences and in one-on-one meetings to discuss our financial performance, corporate governance practices, executive compensation programs and other matters. Our conversations with stockholders allow us to better understand our stockholders’ perspectives and provide us with useful feedback to calibrate our priorities.