Adeia Inc.

The graphic below includes the components of the NEOs’ 2024 target total direct compensation.

Base Salary

The base salary for each executive officer, including each NEO, is initially established through negotiation at the time the individual is hired or promoted into such role, taking into account the Company’s needs, the executive’s qualifications, experience, an analysis of competitive market data, overall compensation arrangements, internal equity and relevant survey data. In determining whether to make subsequent adjustments to the base salaries of our executive officers, the Compensation Committee reviews information regarding compensation paid to individuals holding comparable positions at our peer group companies, as well as relevant market data from the applicable Radford McLagan Compensation Survey. In addition, the Compensation Committee determines whether to approve increases to our executive officers’ base salaries based upon the Company’s performance, their individual performance in accomplishing functional or team goals, changes in duties and responsibilities and the recommendations of our CEO (except with respect to his own base salary). No formulaic or guaranteed base salary increases are provided to our NEOs. In 2024, the Compensation Committee did not set the various components of executive compensation at a certain target percentile within our compensation peer group. The base salary of each executive officer for 2024 is generally competitive with the peer and survey salary data reviewed by the Compensation Committee.

The target 2024 base salaries for each NEO are set forth in “Annual Performance-Based Cash Incentive Compensation Plan” below and actual base salaries paid are set forth in the “2024 Summary Compensation Table.”

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Annual Performance-Based Cash Incentive Compensation Plan

Our executive officers, including our NEOs, are eligible to receive an annual performance-based cash incentive bonus, which we refer to as our “Incentive Compensation Plan”. The target and maximum annual cash incentive opportunities for our NEOs participating expressed as a percentage of base salary, were as follows:

Participants may receive a smaller award (or no award) if we do not achieve a target level of performance and a larger award (capped at a level that provides our executive officers an opportunity to earn larger awards by exceeding performance objectives based on the multiplier discussed below) if we exceed the target level of performance. Payments of above-target bonuses may be made in the Compensation Committee’s discretion, only if we exceed our corporate financial objectives.

Weighted Performance Goals

Bonuses paid to our NEOs under our Incentive Compensation Plan were based on our achievement of specific pre-established corporate performance goals and upon an evaluation of the individual executive officer’s performance for their efforts tied to such goals for the year, see “Approved Individual Factor” in the Incentive Compensation Plan Achievement below. The corporate performance goals for 2024 were a combination of financial Company goals (related to revenue and Non-GAAP operating expenses excluding litigation) and non-financial Company goals that are all directly supportive of our short-term and long-term strategic plans. The weighted goal categories for 2024 for each NEO are set forth below:

(1) The revenue goal was based on achieving the midpoint of our revenue guidance for the Company. For more information on the revenue goal of the Incentive Compensation Plan, see the sections entitled “2024 Revenue Goal and Achievement” below.

(2) We define Non-GAAP operating expenses (excluding litigation) as GAAP operating expenses adjusted for one-time or ongoing intangibles amortization charges, costs related to actual or planned business combinations including transaction fees, integration costs, severance, facility closures, and retention bonuses, separation costs, all forms of stock-based compensation, loss on debt extinguishment, expensed debt refinancing costs, impairment of intangible assets, impact of certain foreign currency adjustments, discontinued operations and related tax effects.

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2024 Revenue Goal and Achievement

Set forth below is the Company’s revenue goal (with linear interpolation), as well as the Company’s actual results for such goal, for purposes of the Incentive Compensation Plan.

(1) The Compensation Committee approved 70% achievement of the Company’s revenue goal based on linear interpolation between 50% at $360 million and 100% at $400 million.

2024 Non-GAAP Operating Expenses (excluding litigation) Goal and Achievement

Set forth below is the Company’s Non-GAAP operating expenses, excluding litigation goal (with linear interpolation between achievement levels), as well as the Company’s actual results for such goal, for purposes of the Incentive Compensation Plan.

(1)The Compensation Committee approved 200% achievement of the Company’s Non-GAAP operating expenses (excluding litigation) goal based on achieving $130.1 million.

2024 Strategic and Business Goals and Achievement

Set forth below are the Company goals for purposes of the Incentive Compensation Plan. The evaluation of each NEO’s individual performance under the Incentive Compensation Plan was based on an evaluation of the individual officer’s efforts tied to these goals.

(1) The Compensation Committee approved 100% achievement of the Company’s Strategic and Business goals based on the highlighted outcomes.

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Incentive Compensation Plan Achievement

To align with investors, the Compensation Committee and management agreed that the corporate achievement of our Incentive Compensation Plan could not exceed 100% if revenue did not meet the Company’s revenue target. 2024 revenue achievement fell short of target and as a result, the Corporate Factor Achievement was deemed to be 100% of target despite the total weighted achievement of the goals for the Incentive Compensation Plan totaling 115%. Bonuses paid to our NEOs under our Incentive Compensation Plan were based on our achievement of specific pre-established corporate performance goals and upon an evaluation of the individual executive officer’s performance for their efforts tied to such goals for the year, which individual executive officer’s assessed achievement is reflected under the Approved Individual Factor in the table below. Accordingly, the annual performance-based cash incentive bonuses under the Incentive Compensation Plan paid to our NEOs were calculated as follows:

(1) The “Corporate Factor Achievement” column accounts for 80% of NEO’s bonus payout

(2) The “Approved Individual Factor” column accounts for 20% of NEO’s bonus payout

Long-Term Compensation

Our long-term equity incentive compensation program is intended to provide our executive officers, including our NEOs, with opportunities to participate in the appreciation of our stock price and to create equity award value that will provide a financial incentive for our executive officers to remain with and work for the continued success of the Company.

Our long-term equity incentive award program is generally comprised of two equity award vehicles, although the mix of such awards granted by the Compensation Committee to our NEOs may vary from year to year based on the Compensation Committee’s determinations regarding the appropriate incentives for such year:

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RSU Awards: RSUs are granted to our NEOs. These awards vest annually over four years and increase or decrease in value just as a traded share of common stock will, aligning our executive officers’ interests with stockholders’ interests.

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PSU Awards: PSUs are granted to our NEOs. These awards have the potential to vest at the end of a three year performance period, only upon the achievement of certain pre-established, strategic milestones and/or specific annual financial goals and are intended to align a significant portion of our executive officers’ compensation to long-term Company performance.

2024 Equity Awards

Consistent with its approach in 2023, the Compensation Committee determined that the annual equity awards granted to our NEOs in 2024 should consist of time-vesting RSU awards and performance-vesting PSU awards as set forth in the table below. The Compensation Committee determined that these two types of equity awards provided the appropriate balance of long-term incentives for our executive officers in 2024.

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In setting the mix of the two types of equity awards for 2024, the Compensation Committee determined that a substantial portion of the equity awards should consist of awards that vest based on our performance, in the form of stock price appreciation and long-term revenue performance. Accordingly, the Compensation Committee structured performance-based awards to account for 60% of our CEO’s annual equity awards and 50% of all other NEOs’ annual equity awards.

Target award values were established based on an analysis of competitive market data, individual performance and criticality and the retention value of existing equity awards. The Compensation Committee believes that the award values, combined with its mix of equity compensation vehicles, reflects our commitment to pay for performance, with resulting compensation above the median of our peers for performance that exceeds target goals and compensation below the median of our peers if our performance goals are not achieved.

The Compensation Committee approved a total target dollar value for each NEO’s annual equity awards, which we refer to as the grant date target value. These grant date target values are based on the analysis of competitive market data and other factors described above, and the allocation of such value to each of the two forms of equity awards is a 60%/40% mix of PSUs and RSUs for our CEO and a 50%/50% mix of PSUs and RSUs for all other NEOs. The actual number of PSUs and RSUs granted on March 1, 2024 was calculated using the 90-day average stock price preceding the grant date (dividing the applicable grant date target value by such stock price average to arrive at the target number of PSUs and the number of RSUs).

The following awards were granted in 2024 to our NEOs:

2024 PSU Award Vesting Criteria

The 2024 PSU awards were structured to be based entirely on a three-year performance period and are eligible to be earned and vest on a “cliff basis”, if at all, on the third anniversary of the vesting commencement date based upon the achievement of a three-year stock price appreciation target along with a relative TSR modifier and long-term revenue performance, with each being weighted 50%, as reflected below. The Compensation Committee carefully set the PSU award performance goals to be rigorous and ultimately to align management and our stockholders’ interests. The target was set at a level the Compensation Committee determined to be competitively challenging, with the maximum metric requiring a higher level of performance. Further, the earning and vesting of the performance awards is conditioned upon the recipient remaining employed with the Company through the vesting date.

The Compensation Committee structured the stock appreciation goal, TSR modifier and revenue target to be based on a three-year measurement period, to enhance the long-term nature of the award and therefore incentivize sustained stock price performance, distinguish long-term incentive award and short-term incentive award goals and further align the interests of our executive officers with our long-term stockholder interests.

The range of threshold, target and maximum levels (with linear interpolation between levels) for the three-year stock price performance and resulting vesting are as follows:

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The stock price appreciation targets are based on the appreciation of our 90-day average stock price preceding the date of grant, which was $10.84 per share. The performance metric is based on the highest 30-day average price in the last six months of the three-year performance period.

The relative TSR assessment uses the Russell 2000 Index as the benchmark and it will be calculated over the same three-year performance period and will adjust the stock appreciation achievement factor by +/-20%. The relative TSR performance is to be determined using our 90-trading-day average stock price prior to both the beginning and the ending of the performance period. Any payout will be limited to 100% if our absolute TSR is negative.

Payout modifier levels range from 80% to 120% (with linear interpolation) for our relative TSR percentile rank ranging from the 25th to the 75th percentiles as summarized in the following table.

The range of threshold, target, and maximum levels (with linear interpolation) for the three-year long-term revenue performance and resulting vesting are as follows:

At the end of the performance period, the Compensation Committee will determine the level of achievement of revenue performance and the stock price appreciation as well as the relative TSR achievement for the three-year performance period and then apply the resulting vesting factor to the award amount to determine the total amount that will be considered earned and vested. Depending on the level of achievement, no shares will be issuable if performance is below the threshold performance level and twice the number of target number of shares will be issuable if the maximum performance level is achieved.

Shares will vest upon the Compensation Committee’s certification of our revenue and stock price performance and relative TSR at the end of the performance period subject to each participant’s continued employment or consulting relationship with the Company through the end of the performance period.

Upon a change in control of the Company, consistent with PSUs granted under the Company’s Amended and Restated 2020 Equity Incentive Plan in prior years, the 2024 PSUs will “single trigger” vest (i) based on the change of control price for the stock price performance component, and (ii) at target for the revenue performance component.

2021 PSU – Forfeited

The 2021 PSU awards granted on March 1, 2021 were based entirely on a three-year performance period and were eligible to vest on a cliff basis, if at all, on March 1, 2024 based upon the achievement of a three-year stock price appreciation target along with a relative TSR modifier. The target was set at a level the Compensation Committee determined to be competitively challenging. The Compensation Committee certified the level of achievement of the 2021 PSU awards and determined that, effective as of March 1, 2024, no shares were issuable in respect of the 2021 PSU awards, and the 2021 PSU awards were forfeited.

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Equity Grant Decision

The Company provides the following discussion of the timing of equity incentive compensation awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Generally, the Company grants equity incentive compensation awards on a predetermined schedule. In or around February of each year, the Compensation Committee reviews and approves the value and amount of the equity incentive compensation to be awarded to executive officers and non-employee directors. The grant of approved equity awards then typically occurs in March, which is usually after the filing of the Company’s Annual Report on Form 10-K, which is generally filed in the last two weeks of February.

The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity incentive compensation awards. Instead, the timing of grants is in accordance with the yearly compensation cycle. Equity incentive compensation awards may occasionally be awarded on an off-cycle basis, including to new hires.

The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any coordination between a grant and the release of information that could be expected to affect such grant’s value is generally precluded by the predetermined schedule, using the methodology described above.

The equity compensation awards have historically included RSUs, PSUs, and stock options, however, the Company did not grant any stock options to executive officers of the Company for several years, and no current NEOs have any outstanding options.

Other Compensation

Employee Benefits

We maintain a Section 401(k) Savings/Retirement Plan (the “401(k) Plan”) to cover eligible employees of the Company and any designated affiliate in the U.S., including our NEOs. The 401(k) Plan permits eligible employees to defer up to 100% of eligible salary until the IRS annual contribution limits are met. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. We currently make discretionary matching contributions to the 401(k) Plan up to a maximum of 3% of the participant’s eligible annual compensation and subject to certain other limits. Employer contributions to the 401(k) Plan are vested at 100%.

In addition, our executive officers, including our NEOs, are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life and disability insurance, in each case on the same basis as other employees, subject to applicable law. We also provide vacation and other paid holidays to all employees, including our executive officers.