Not independent
Tenure on this board
4.3 yrs
7 nominees · 4 ballot items.
Election of seven directors; advisory (non-binding) approval of named executive officer compensation (say-on-pay); approval to amend the Amended and Restated 2020 Equity Incentive Plan to add 10,700,000 shares; and ratification of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.
Elect seven nominees to the Board of Directors to hold office until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal requests an advisory, non-binding approval of the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and associated tables. Management seeks shareholder endorsement of its pay practices, which emphasize pay-for-performance through a mix of base salary, annual performance-based cash incentives, and long-term, performance- and service-based equity awards (RSUs and PSUs). The board recommends a vote FOR, citing alignment of executive interests with stockholders and rigorous performance goals such as revenue and Non-GAAP operating expense targets, along with PSUs linked to EBITDA and relative TSR. The advisory vote is non-binding but will be considered in future compensation decisions. The proposal is standard say-on-pay practice and presents limited governance risk, though its effectiveness depends on execution of incentive metrics, clawback policies, and shareholder responsiveness to pay-for-performance outcomes.
Approve an amendment to increase the share reserve under the A&R 2020 Plan by 10,700,000 shares to support future equity grants to employees, directors and consultants.
Management seeks shareholder approval to increase the share reserve under the A&R 2020 Equity Incentive Plan by 10,700,000 shares (increasing the total to 36,400,000). The amendment is framed as necessary to continue granting equity awards used for recruiting, retention and long-term alignment of employees, directors and consultants. Management justifies the request with a dilution and burn-rate analysis (current overhang ~7.14%, 2025 gross burn rate 2.99% well below ISS thresholds), peer benchmarking and the need to preserve cash. The plan contains shareholder-friendly features: no repricing without shareholder approval, limits on individual awards, dividend-equivalent restrictions, and reasonable share-counting and change-in-control provisions. The board recommends a vote FOR, asserting that the increase is reasonable for maintaining competitive equity grants; key considerations for investors include potential dilution (~8.18% additional overhang if approved), ongoing burn rate controls, and whether future awards' design will continue to link pay to performance via PSUs and RSUs.
Ratify PricewaterhouseCoopers LLP as Adeia’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERIPRISE FINANCIAL INC | 12.7% | 13,952,309 | $335M |
| 2 | BlackRock, Inc. | 11.2% | 12,330,641 | $296M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.7% | 8,456,814 | $203M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 4,705,331 | $113M |
| 5 | STATE STREET CORP | 4.1% | 4,576,587 | $110M |
| 6 | Rubric Capital Management LP | 3.9% | 4,284,205 | $103M |
| 7 | Neuberger Berman Group LLC | 2.9% | 3,234,154 | $78M |
| 8 | BlackRock, Inc. | 2.9% | 3,169,094 | $76M |
| 9 | Harvey Partners, LLC | 2.5% | 2,754,500 | $66M |
| 10 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 2.4% | 2,631,596 | $63M |
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