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Adeia Inc

For the period ended May 9, 2024. Filed Mar 27, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 27, 2024

ADEA$15.50+4.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. __ )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

ADEIA INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of Annual Meeting

of Stockholders

Thursday, May 9, 2024

10:00 a.m., Pacific Time

The 2024 Annual Meeting of the Stockholders (“Annual Meeting”) of Adeia Inc. (the “Company”) will be held on Thursday, May 9, 2024 at 10:00 a.m. Pacific Time. The Annual Meeting will be held virtually, via live webcast. In order to attend you must register in advance atwww.viewproxy.com/adea/2024. To provide a safe, consistent and convenient experience to all stockholders regardless of location, the Annual Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. Stockholders virtually attending the Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We encourage you to attend online and participate in the Annual Meeting, where you will be able to listen to the meeting live, submit questions and vote. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

The Annual Meeting will be held for the following purposes.

To elect seven (7) members of the Board of Directors to hold office until the next annual meeting or until their successors are duly elected and qualified;

To hold an advisory vote to approve the compensation of our named executive officers as described in this proxy statement;

To approve an Amended and Restated 2020 Equity Incentive Plan;

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024; and

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

These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors (“Board”) has fixed the close of business on March 13, 2024 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting, or at any adjournments of the Annual Meeting.

We are pleased to be furnishing proxy materials to stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of proxy materials and lowers the costs of printing and distributing our Annual Meeting materials. On or about March 27, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) was mailed to our stockholders containing instructions on how to access our 2024 Proxy Statement and our 2023 Annual Report on Form 10-K, and how to vote online. The Notice also included instructions on how you can receive a copy of your Annual Meeting materials, including the notice of Annual Meeting, proxy statement, and proxy card by mail, via e-mail or by downloading them online. If you choose to receive your Annual Meeting materials by mail, the notice of Annual Meeting, proxy statement from the Board, proxy card and annual report will be enclosed. If you choose to receive your Annual Meeting materials via e-mail, the e-mail will contain voting instructions and links to the annual report and the proxy statement on the Internet, both of which are available athttp://www.proxyvote.com and on our website athttp://investors.adeia.com. If you access http://www.proxyvote.com using the instructions on the Notice, you will also be given the option to elect to receive future proxy materials by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to the annual meeting materials and a link to the proxy voting site. Your election to receive future proxy materials by e-mail or in printed form by mail will remain in effect until you terminate such election.

In order to ensure your representation at the Annual Meeting, you are requested to submit your proxy over the Internet, by telephone or by mail.

All stockholders are cordially invited to attend the Annual Meeting.

By Order of the Board

Adeia Inc. /s/ Kevin Tanji KEVIN TANJI Chief Legal Officer and Corporate Secretary San Jose, California

March 27, 2024

TABLE OF CONTENTS

PROXY STATEMENT FOR THE ANNUAL MEETING5
ANNUAL MEETING SUMMARY6
ABOUT THE MEETING6
PROXY SUMMARY11
PROPOSAL 1 – ELECTION OF DIRECTORS18
Required Vote and Board’ Recommendation24
GOVERNANCE OF THE COMPANY25
BOARD ROLE IN RISK MANAGEMENT25
BOARD AND COMMITTEES OF THE BOARD; DIRECTOR INDEPENDENCE26
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS AND MANAGEMENT AND DIRECTOR ATTENDANCE AT ANNUAL MEETINGS30
COMPENSATION OF DIRECTORS30
EXECUTIVE OFFICERS31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT33
EXECUTIVE COMPENSATION AND RELATED INFORMATION34
Compensation Discussion and Analysis34
2023 Executive & Compensation Highlights35
Summary of Certain Executive Compensation Practices37
Compensation-Setting Process38
Executive Compensation Components41
Post-Employment Compensation Arrangements46
Other Compensation Related Policies47
REPORT OF THE COMPENSATION COMMITTEE52
COMPENSATION OF NAMED EXECUTIVE OFFICERS53
2023 PENSION BENEFITS56
2023 NONQUALIFIED DEFERRED COMPENSATION56
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL OR TERMINATION57
CEO PAY RATIO58
PAY VERSUS PERFORMANCE58
PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION64
Voting and Board’ Recommendation64
PROPOSAL 3 – APPROVAL OF AN AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN65
Voting and Board’ Recommendation77
PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM78
Fees for Professional Audit Services78
Audit Committee Pre-Approval Policies78
Voting and Board’ Recommendation79
REPORT OF THE AUDIT COMMITTEE80
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS81
Procedures for Approval of Related Person Transactions82
Compensation Committee Interlocks and Insider Participation82
STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS82
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE83
OTHER MATTERS83
APPENDIX A – AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN84

4 |ADEIA-Proxy Statement

Adeia Inc.

3025 Orchard Parkway

San Jose, CA 95134

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.