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Adeia Inc.

For the period ended May 8, 2025. Filed Mar 26, 2025.

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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 8, 2025 · Filed Mar 26, 2025

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

PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, the following Pay Versus Performance table (the “PVP Table”) provides information about the executive compensation for our principal executive officers (“PEO”) and non-PEO NEOs for 2020, 2021, 2022, 2023 and 2024 (each a “Covered Year”). The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:

The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables, without adjustment.

As required pursuant to Item 402(v) of Regulation S-K, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable NEOs. However, these CAP amounts may not necessarily reflect compensation actually earned, realized or received by our NEOs for their service in the Covered Years, respectively.

More information on our compensation program, the relationship between pay and performance, and decisions for the 2024 performance year can be found in the Compensation Discussion and Analysis section above.

60 |ADEIA-Proxy Statement

Pay Versus Performance Table

The following table sets forth certain information regarding the compensation of our NEOs in comparison to different financial performance measures.

Pay Versus Performance
Value of Initial Fixed $100 Investment Based on:
Year(a)SummaryCompensationTable Totalfor FirstPEO (b)(1)CompensationActually Paidto FirstPEO (c)(1) (2)SummaryCompensationTable Totalfor SecondPEO (b)(1)CompensationActually Paidfor SecondPEO (c)(1)(2)AverageSummaryCompensationTable Totalfor Non-PEONEOs (d)(1)AverageCompensationActually Paidfor Non-PEONEOs (e)(1)(2)Total Shareholder Return (f)(3)Peer Group Total Shareholder Return (g)(3)Net Income(Loss) (h)(4)Company-Selected Measure: Revenue (i)(5)
2024$7,154,323$14,137,740N/AN/A$2,670,411$3,542,822$142$143$64,623,000$376,024,000
2023$5,418,627$11,257,628N/AN/A$2,366,876$3,506,499$125$128$67,372,000$388,788,000
2022$11,672,287$11,549,710$9,519,644$(5,788,968)$3,091,638$(66,111)$94$110$(295,880,000)$438,933,000
2021N/AN/A$11,266,837$6,106,157$4,351,075$2,273,331$106$138$(55,457,000)$391,212,000
2020N/AN/A$10,080,391$10,208,879$5,321,481$6,081,397$117$120$146,762,000$515,919,000

(1) Paul E. Davis served as our PEO in 2024 and 2023 and he also served as our PEO for the last quarter of 2022, following the Separation, and is listed as the “First PEO.”Jon Kirchner served as our PEO for all of 2020, 2021, and the first three quarters of 2022, prior to Separation, and is listed as the “Second PEO.” For 2024 and 2023, our non-PEO NEOs consisted of Keith A. Jones, Kevin Tanji, Dr. Mark Kokes and Dana Escobar. For 2022, our non-PEO NEOs consisted of Keith A. Jones, Kevin Tanji, Dr. Mark Kokes, Dana Escobar, Robert Andersen, Samir Armaly, and Geir Skaaden. For 2021 and 2020, our non-PEO NEOs consisted of Robert Andersen, Samir Armaly, Matt Milne, and Geir Skaaden. The total compensation for 2022 of our First PEO and post-Separation non-PEO NEOs includes initial equity award grants, sign-on bonuses and other compensation that we do not anticipate recurring in future years.

(2) The values included in columns (c) and (e) reflect the amount set forth in columns (b) and (d), respectively, for each Covered Year, with the following adjustments in accordance with Item 402(v) of Regulation S-K.

First PEO
2020 · 2021 · 2022 · 2023 · 2024
Summary Compensation Table - Total Compensation (column (b))N/AN/A$11,672,287$5,418,627$7,154,323
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal YearN/AN/A$10,119,620$4,205,746$5,893,530
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal YearN/AN/A$11,246,057$6,127,669$7,553,891
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal YearsN/AN/A$(1,177,348)$3,929,284$5,443,314
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal YearN/AN/A$—$—$—
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal YearN/AN/A$(71,666)$109,982$(119,911)
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal YearN/AN/A$—$122,188$349
=Compensation Actually Paid (column (c))$11,549,710$11,257,628$14,137,740

61 |ADEIA-Proxy Statement

Second PEO
2020 · 2021 · 2022 · 2023 · 2024
Summary Compensation Table - Total Compensation (column (b))$10,080,391$11,266,837$9,519,644N/AN/A
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year$8,382,998$9,926,690$8,491,646N/AN/A
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$9,135,315$7,039,185$1,399,078N/AN/A
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years$88,937$(2,287,824)$(8,093,722)N/AN/A
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$—$—$—N/AN/A
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$(712,766)$14,649$(122,322)N/AN/A
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$——$—N/AN/A
=Compensation Actually Paid (column (c))$10,208,879$6,106,157$(5,788,968)N/AN/A
Non-PEO NEO Average
2020 · 2021 · 2022 · 2023 · 2024
Summary Compensation Table - Total Compensation (column (d))$5,321,481$4,351,075$3,091,638$2,366,876$2,670,411
-Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year$4,139,916$3,560,617$2,533,681$1,724,409$1,948,935
+Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year$4,848,196$2,684,150$1,062,294$2,515,988$2,487,297
+Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years$83,409$(1,202,795)$(777,596)$313,275$375,528
+Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year$—$—$—$—$—
+Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year$(31,774)$1,518$(565,915)$34,768$(41,480)
-Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year$——$342,852$—$—
=Compensation Actually Paid (column (e))$6,081,397$2,273,331$(66,111)$3,506,499$3,542,822

62 |ADEIA-Proxy Statement

(3) For each of the Covered Years, total stockholder return (“TSR”) for the Company and the Peer Group was calculated based on a deemed fixed investment of $100 for the period starting at market close on December 31, 2019. For purposes of this PVP, our selected Peer Group consists of the Russell 2000 Index, an independently prepared market capitalization weighted index. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.

(4)Net income (loss) is presented on a consolidated basis and therefore includes net loss attributable to the product business of $0, $0, $(434,272,000), $(123,440,000), and $(93,044,000) for the years ended December 31, 2024 and 2023, the nine months ended September 30, 2022 and the years ended December 31, 2021 and 2020, respectively. Therefore, net income from continuing operations for all such periods was $64,623,000, $67,372,000, $138,392,000, $67,983,000, and $239,806,000, respectively.

(5) We consider TSR as our most important financial performance measures used to link compensation actually paid to our Company performance for 2024. As TSR is already required to be disclosed in the PVP Table in accordance with Item 402(v) of Regulation S-K, revenue has been selected as our Company-Selected Measure since it is included in our Incentive Compensation Plan and as a metric in our PSU awards. The Company’s selected measure of revenue excludes $366,730,000, $486,484,000 and $376,101,000 of revenue attributable to the product business for the nine months ended September 30, 2022 and the years ended December 31, 2021 and 2020, respectively. The revenue attributable to the product business was a factor in measuring the Second PEO’s performance for all such periods.

Compensation Actually Paid versus Financial Performance

The following graphical comparisons provide descriptions of the relationships between certain amounts included in the PVP Table for each of the Covered Years, including: (a) a comparison between our cumulative TSR and the cumulative total TSR of the Peer Group; and (b) comparisons between (i) the compensation actually paid to each of the PEOs and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table, as well as net income from continuing operations outlined in footnote 4 of the PVP Table. In addition, we have included a comparison between (i) the compensation actually paid to the each of the PEOs and the average compensation actually paid to our non-PEO NEOs and (ii) net income from continuing operations, which is not required pursuant to Item 402(v) of Regulation S-K, but which we believe provides helpful additional context regarding the link between compensation actually paid to our NEOs and Company performance.

63 |ADEIA-Proxy Statement

Compensation Actually Paid vs. TSR

64 |ADEIA-Proxy Statement

Compensation Actually Paid vs. Revenue

Relationship Between Pay and Performance

Due to the leverage of our executive compensation program toward long-term incentives through grants of PSU and RSU awards, CAP is most impacted by changes in our stock price over the respective performance and/or vesting period of the awards. The CD&A describes in greater detail the Compensation Committee’s emphasis on “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation.

Tabular List of Financial Performance Measures

The financial performance measures listed below are our unranked most important financial performance measures used to link PEO and non-PEO CAP to our Company performance in 2024.

TSR

Revenue

Non-GAAP Operating Expenses (excluding litigation)

65 |ADEIA-Proxy Statement

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.