ADEIA INC (ADEA)

Sector: Information Technology

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2026 Annual Meeting Analysis

ADEIA INC · Meeting: May 7, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

7

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Directors

7 FOR
✓ FOR
Paul E. Davis

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.

✓ FOR
V. Sue Molina

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.

✓ FOR
Daniel Moloney

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.

✓ FOR
Tonia O'Connor

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.

✓ FOR
Adam Rymer

Director since August 2023 with relevant media, entertainment, and technology background; serves on the Audit Committee; no overboarding, attendance, independence, or TSR concerns.

✓ FOR
Phyllis Turner-Brim

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.

✓ FOR
Sandeep Vij

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

✓ FOR

CEO

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

✓ FOR

Auditor

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.

Filing date: March 25, 2026·Policy v1.2·medium confidence

Compensation Peer Group

1 companies disclosed in 2026 proxy filing

^RUT__INDEX_BENCHMARK__:Russell 2000 Index