Adeia Inc.
For the period ended May 8, 2025. Filed Mar 26, 2025.
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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 8, 2025 · Filed Mar 26, 2025
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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 8, 2025
10:00 a.m., Pacific Time
The 2025 Annual Meeting of the Stockholders (“Annual Meeting”) of Adeia Inc. (the “Company”) will be held on Thursday, May 8, 2025 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 athttps://web.viewproxy.com/adea/2025. 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 ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025; 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 11, 2025 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 26, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) was mailed to our stockholders containing instructions on how to access our 2025 proxy statement and our 2024 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 26, 2025
TABLE OF CONTENTS
| PROXY STATEMENT FOR THE ANNUAL MEETING | 5 |
|---|---|
| ANNUAL MEETING SUMMARY | 6 |
| ABOUT THE MEETING | 6 |
| PROXY SUMMARY | 11 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 16 |
| Required Vote and Board’ Recommendation | 22 |
| GOVERNANCE OF THE COMPANY | 23 |
| BOARD ROLE IN RISK MANAGEMENT | 23 |
| BOARD AND COMMITTEES OF THE BOARD; DIRECTOR INDEPENDENCE | 24 |
| STOCKHOLDER COMMUNICATIONS WITH DIRECTORS AND MANAGEMENT AND DIRECTOR ATTENDANCE AT ANNUAL MEETINGS | 29 |
| COMPENSATION OF DIRECTORS | 29 |
| EQUITY COMPENSATION PLAN INFORMATION | 30 |
| EXECUTIVE OFFICERS | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| COMPENSATION DISCUSSION AND ANALYSIS | 34 |
| 2024 Executive Compensation Highlights | 35 |
| Summary of Certain Executive Compensation Polices and Practices | 37 |
| Compensation-Setting Process | 39 |
| Executive Compensation Components | 42 |
| Post-Employment Compensation Arrangements | 48 |
| Other Compensation Related Policies | 49 |
| REPORT OF THE COMPENSATION COMMITTEE | 54 |
| COMPENSATION OF NAMED EXECUTIVE OFFICERS | 55 |
| 2024 PENSION BENEFITS | 58 |
| 2024 NONQUALIFIED DEFERRED COMPENSATION | 58 |
| POTENTIAL PAYMENTS UPON CHANGE TERMINATION OR CHANGE IN CONTROL | 59 |
| CEO PAY RATIO | 60 |
| PAY VERSUS PERFORMANCE | 60 |
| PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 66 |
| Voting and Board’ Recommendation | 66 |
| PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 67 |
| Fees for Professional Audit Services | 67 |
| Audit Committee Pre-Approval Policies | 67 |
| Voting and Board’ Recommendation | 68 |
| REPORT OF THE AUDIT COMMITTEE | 69 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 70 |
| Procedures for Approval of Related Person Transactions | 70 |
| Compensation Committee Interlocks and Insider Participation | 71 |
| STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 71 |
| SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 71 |
| OTHER MATTERS | 72 |
4 |ADEIA-Proxy Statement
Adeia Inc.
3025 Orchard Parkway
San Jose, CA 95134
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.