ADEIA INC (ADEA)
Sector: Information Technology
2026 Annual Meeting Analysis
ADEIA INC · Meeting: May 7, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2022; ADEA's 3-year price return of 216.9% outpaces the ^RUT — Russell 2000 benchmark by +172.3 percentage points, far exceeding the 65-point threshold required to trigger a no vote, so no TSR concern applies.
Director since 2022 with deep public accounting expertise (former partner at Ernst & Young and Deloitte); serves as Audit Committee Chair and qualifies as a financial expert; no overboarding, attendance, independence, or TSR concerns.
Director since 2020 (longest-tenured on the current board) with extensive telecom and technology executive experience; no overboarding, attendance, independence, or TSR concerns given strong stock outperformance.
Director since 2021 with broad media and IP industry experience; serves as Compensation Committee Chair; current outside board seats are all private company or non-profit boards, so no overboarding issue; no TSR or attendance concerns.
Director since August 2023 with relevant media, entertainment, and technology background; serves on the Audit Committee; no overboarding, attendance, independence, or TSR concerns.
Director since November 2023 with extensive IP licensing and legal expertise well-suited to Adeia's business; chairs the Nominating and Corporate Governance Committee; outside board affiliations are private or non-profit; no overboarding, attendance, or TSR concerns.
Joined the board in May 2025, well within the 24-month new-director exemption from the TSR trigger; holds one public company board seat (Coherent Corp.) so no overboarding concern; brings relevant semiconductor and technology executive experience.
All seven nominees pass the policy screens: ADEA's 3-year total return of roughly 217% outperforms the ^RUT — Russell 2000 benchmark by +172 percentage points, comfortably clearing the 65-point strong-positive-TSR threshold, so no TSR-based against votes are warranted. No director is overboarded, attendance was at least 75% for all, all independent directors are properly classified, and the board includes clear financial expertise on the audit committee. Vote FOR the full slate.
Say on Pay
✓ FORCEO
Paul E. Davis
Total Comp
$6,454,507
Prior Support
98%%
CEO total compensation of $6,454,507 is reasonable for a technology IP licensing company with a $2.8 billion market cap, and the pay mix is heavily weighted toward variable compensation — approximately 10% base salary, 19% cash bonus, and 70% equity awards — well above the 50-60% variable threshold the policy requires. The annual bonus paid out at 181% of target because the company beat every financial goal it set, including 18% revenue growth to $443 million and operating expense discipline, which aligns executive pay with genuinely strong business results. The prior-year say-on-pay vote drew 98% support, the company maintains a meaningful clawback policy, and the performance-based stock awards (which make up 60% of CEO equity) are tied to EBITDA targets and a relative TSR modifier benchmarked against the Russell 2000, providing real performance conditions rather than time-vesting disguised as incentive pay.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a $2.8 billion market-cap technology company; the proxy filing does not disclose auditor tenure or a fee breakdown table, so neither the tenure trigger nor the non-audit fee ratio trigger can fire — per policy, absent confirmed data these triggers do not apply and the default FOR vote stands.
Overall Assessment
ADEIA's 2026 annual meeting presents a clean ballot: the full seven-director slate passes all policy screens on the strength of exceptional three-year stock performance (+217% versus the ^RUT — Russell 2000), the CEO compensation program is well-structured with strong pay-for-performance alignment and 98% prior-year support, and the auditor ratification is uncontested with no fee or tenure data triggering a concern. The equity plan share increase (Proposal 3) falls outside the scope of this policy and is noted but not evaluated.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing