Adeia Inc.
For the period ended May 8, 2025. Filed Mar 26, 2025.
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May 8, 2025 · Filed Mar 26, 2025
Contents
PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.
References to “Adeia,” “Company,” “we,” “us” and “our” refer to Adeia Inc. (formerly known as Xperi Holding Corporation) and its consolidated subsidiaries. References to “SpinCo” refer to “Xperi Inc.”, which was separated from Adeia on October 1, 2022. References to “GAAP” refer to generally accepted accounting principles in the United States of America. References to “RSUs” refer to time-based vesting restricted stock units. References to “PSUs” refer to company-designated performance-based vesting restricted stock units.
Background of Adeia
Adeia is a leading research and development (R&D) and intellectual property (IP) licensing company that accelerates the adoption of innovative technologies in the media and semiconductor industries. Adeia’s fundamental innovations underpin technology solutions that are shaping and elevating the future of digital entertainment and electronics. Adeia’s IP portfolio powers the connected devices that touch the lives of millions of people around the world every day as they live, work and play.
On October 1, 2022, SpinCo, which was our product business, was separated through a tax-efficient spin-off transaction (the “Separation”) and became an independent, publicly traded company named Xperi Inc. We retain no ownership interest in SpinCo. Following the Separation, we retained our IP licensing business, changed our name to Adeia Inc. and began trading on the Nasdaq under the symbol “ADEA.”
Business Highlights
Our 2024 total revenue was $376.0 million, representing a 3% decrease from the prior year. The decrease was primarily attributable to the execution of two long-term license agreements with Kioxia and Western Digital in the first quarter of 2023 for which a portion of the revenue was recognized up-front, and declines in royalty revenue from certain Pay-TV customers in 2024. The decline was partially offset by a multi-year license agreement with Amazon for access to our media portfolio that occurred in the fourth quarter of 2024 and an increase in recurring revenue from non-Pay-TV market verticals.
In 2024, we continued to execute new and renewal license agreements across multiple verticals and geographic regions, including the following:
New Deal Wins for Media:
Amazon signed a multi-year license agreement, our largest OTT win to date
Canon, a global leader in the digital imaging industry, signed a multi-year license agreement, highlighting the importance of our imaging portfolio in consumer electronics
Astound Broadband, a leading U.S. provider of digital TV, signed a long-term license agreement, further evidencing the continued relevance of our media portfolio in Pay-TV
A leading luxury retailer e-commerce customer signed a new multi-year license agreement, an important validation of the relevance and value of our portfolio in the e-commerce vertical
Key Media Renewals in Consumer Electronics:
Roku, the #1 TV streaming platform in the U.S., signed a multi-year license renewal
Sharp Corporation, a global smart TV and consumer electronics manufacturer, signed a multi-year license renewal
VIZIO, a leading smart TV brand, signed a multi-year license renewal
11 |ADEIA-Proxy Statement
LG Electronics, Inc. a global provider of consumer electronics, signed a multi-year license renewal
Panasonic Entertainment & Communication Co., Ltd., a global provider of services and products, signed a multi-year license renewal
Key Media Renewals in Pay-TV:
Liberty Global, a European Pay-TV operator, signed a multi-year license renewal for access to the Company’s media IP portfolio
Fetch TV, an Australian digital entertainment platform, signed a multi-year renewal
Key New Media Renewals:
X Corp. (formerly known as Twitter) signed a multi-year license renewal that resolved all outstanding litigation between the two companies
Paramount signed a renewal of a multi-year license agreement
Key Semiconductor Deals:
Hamamatsu, a pioneer in optical sensors, light sources and systems, signed a new license agreement for access to the Company’s die-to-wafer hybrid bonding technology
Signed a technology transfer agreement with a new semiconductor customer, providing high performance imaging and detection systems, for access to the Company’s hybrid bonding technology
In addition to the deal momentum in 2024 highlighted above, the Company successfully executed on its operational and strategic goals, including the following highlights:
Beat our non-GAAP operating expenses (excluding litigation) goal of $137.0 million by nearly $7.0 million
Grew non-Pay-TV recurring revenue by 18% in 2024
Acquired strategic patent portfolios for targeted growth markets, including OTT and broadband connectivity
Paid down $114.2 million on our term loan
Repriced our term loan, lowering our interest rate by 61 basis points
Grew our patent portfolios by 12% year over year, ending the year with over 12,000 total patent assets
Governance Highlights
We are committed to high standards of corporate governance. The Company’s corporate governance program continues to feature the following:
an independent chairman of the Board;
all of our directors, other than our CEO, are independent;
majority voting for election of directors in uncontested elections;
a diverse Board with broad industry experience, backgrounds, and technical and financial expertise;
we have no stockholder rights plan in place;
regularly updated charters for each of the Board’s committees, which clearly establish the roles and responsibilities of each such committee;
regular executive sessions among our independent directors;
12 |ADEIA-Proxy Statement
a Board that enjoys unrestricted access to the Company’s management, employees and professional advisers;
each director attended at least 75% of the total number of Board meetings and total number of meetings of Board committees on which such director served during the time such director served on the Board or committees;
a clear Code of Business Conduct and Ethics that is reviewed regularly for best practices;
a clear set of Corporate Governance Guidelines that is reviewed regularly for best practices;
a compensation recovery (“clawback”) policy regarding accounting restatements in accordance with Exchange Act Rule 10D-1 and corresponding Nasdaq listing standards, and an additional standalone clawback provision in the Company’s Amended and Restated 2020 Equity Incentive Plan applicable to holders of our equity awards (including all time-vesting equity awards);
policy prohibiting all directors, officers, employees, temporary workers, consultants and those under their respective influence or control from trading on the basis of material non-public information;
policy prohibiting hedging, pledging or engaging in “short” sales of Company stock by all employees and directors;
the Compensation Committee’s engagement of an independent compensation consultant; and
minimum stock ownership requirement to ensure that our directors and executives remain aligned with the interests of the Company and its stockholders.
Governance and Sustainability
In December 2024, we published our first full environmental, social and governance report as a standalone company (the “2024 Report”). Our 2024 Report describes our impact through three key areas of priority: (1) “Growth with Integrity” through ethical business practices and governance and oversight at all levels of our organization, and by aligning our efforts with the most impactful opportunities to drive responsible growth; (2) “Progress Through People” by cultivating employee engagement and wellbeing, investing in employee development and promoting a diverse and inclusive culture where every individual is respected and has the opportunity to thrive; and (3) “Igniting Impact Through Innovative Technology” with a strong emphasis on research and development, IP protection and utilization, collaboration, innovation, market leadership and sustainable revenue growth.
13 |ADEIA-Proxy Statement
Board Nominees
The Board has nominated seven (7) individuals for election as directors.
| Name | Age | Director Since (1) | Experience/Qualification | Independent | Independent Committee Memberships | Other Current Board Memberships |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| Paul E. Davis | 50 | 2022 | •Chief Executive Officer and Chief Legal Officer expertise•Extensive experience in digital media and entertainment•Extensive IP licensing experience | | •None | •None |
| V. Sue Molina | 76 | 2022 | •Extensive experience in public accounting•Extensive experience in auditing and tax | | •Audit Committee Chair | •Samba TV, Inc. (private) |
| Daniel Moloney | 65 | 2020 | •Extensive executive management, leadership and technological expertise and experience•Extensive experience in telecommunications, technology and technology-enabled business service | | •Compensation Committee | •None |
| Tonia O’Connor | 55 | 2021 | •Extensive executive management, sales, marketing and business development experience•Extensive experience in the media and IP industries | | •Compensation Committee Chair•Nominating and Corporate Governance Committee | •Strive International (private)•Syracuse University Board of Trustees (private) |
| Adam Rymer | 49 | 2023 | •Extensive executive management, leadership and strategy experience•Extensive experience in the media, technology and entertainment industries | | •Audit Committee | •None |
| Phyllis Turner-Brim | 60 | 2023 | •Extensive executive management, leadership and legal experience | | •Compensation Committee | •Houston Area Urban League (private) |
14 |ADEIA-Proxy Statement
| Name | Age | Director Since (1) | Experience/Qualification | Independent | Independent Committee Memberships | Other Current Board Memberships |
|---|---|---|---|---|---|---|
| Yes | No | |||||
| •Extensive experience in IP licensing · •Nominating and Corporate Governance Committee Chair · •Intellectual Property Owners Education Foundation (private)•YMCA of Houston, TX (private) | ||||||
| Sandeep Vij | 59 | [N/A] | •Public company Chief Executive Officer experience•Extensive executive management, patent licensing, semiconductor and technology industry expertise and experience•Extensive public company board director experience | | •Audit Committee Nominee•Nominating and Corporate Governance Committee Nominee | •Coherent Corp. (Nasdaq: COHR)•Iridia, Inc. (private)•KlearNow.AI (private)•Kinetica (private) |
(1) Includes board service with legacy Xperi Holding Corporation.
15 |ADEIA-Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.