DEF 14A of InterDigital, Inc., Apr 25, 2025

DEF 14A of InterDigital, Inc.

Filed Apr 25, 2025 · FY20240001193125-25-097149

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  2. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth the compensation paid to each person who served as a director of the company in 2024 for their service in 2024. Directors who also serve as employees of the company do not receive any additional compensation for their services as a director. For Mr. Chen’s 2024 compensation, see “Executive Compensation – Summary Compensation Table.”

  3. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Derek K. Aberle | 97,000 | 200,000 | 297,000 | | Samir Armaly | 93,507 | 200,000 | 293,507 | | Joan H. Gillman | 102,000 | 200,000 | 302,000 | | S. Douglas Hutcheson | 157,500 | 200,000 | 357,500 | | John A. Kritzmacher | 112,500 | 200,000 | 312,500 | | Pierre-Yves Lesaicherre(3) | 43,575 | 200,000 | 243,575 | | John D. Markley, Jr. | 100,000 | 200,000 | 300,000 | | Jean F. Rankin | 105,416 | 200,000 | 305,416 |

  4. 2024 Director Compensation Table

    | (1) Amounts reported represent the aggregate annual Board, Chairman of the Board, committee chair and committee membership retainers earned by each non-employee director for their service in 2024, plus fees earned for attendance at additional meetings during the Board term, if any, as described above. |

  5. 2024 Director Compensation Table

    | (2) Amounts shown reflect the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for RSU awards granted pursuant to our compensation program for non-management directors in 2024. The assumptions used in valuing these RSU awards are incorporated by reference to Notes 2 and 13 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. The following table sets forth the grant date fair value of each RSU award granted to our non-employee directors in 2024. |

  6. 2024 Director Compensation Table

    | (3) Mr. Lesaicherre was no longer a director as of December 31, 2024. |

  7. 2024 Director Compensation Table

    | Name | Grant Date | Number of Restricted Stock Units (a) | Grant Date Fair Value of Stock Awards ($) | | Derek K. Aberle | 6/5/2024 | 1,711 | 200,000 | | Samir Armaly | 6/5/2024 | 1,711 | 200,000 | | Joan H. Gillman | 6/5/2024 | 1,711 | 200,000 | | S. Douglas Hutcheson | 6/5/2024 | 1,711 | 200,000 | | John A. Kritzmacher | 6/5/2024 | 1,711 | 200,000 | | Pierre-Yves Lesaicherre | 6/5/2024 | 1,711 | 200,000 | | John D. Markley, Jr. | 6/5/2024 | 1,711 | 200,000 | | Jean F. Rankin | 6/5/2024 | 1,711 | 200,000 |

  8. 2024 Director Compensation Table

    As of December 31, 2024, each person who served as a non-employee director of the company in 2024 had the following aggregate amounts of unvested RSU awards (excluding accrued dividend equivalents) outstanding. None of our non-employee directors had any options outstanding as of December 31, 2024. This table does not include RSUs that, as of December 31, 2024, had vested according to their vesting schedule, but had been deferred.

  9. 2024 Director Compensation Table

    | Name | Outstanding Restricted Stock Units (#) | | Derek K. Aberle | 1,711 | | Samir Armaly | 1,711 | | Joan H. Gillman | 1,711 | | S. Douglas Hutcheson | 1,711 | | John A. Kritzmacher | 1,711 | | Pierre-Yves Lesaicherre | — | | John D. Markley, Jr. | 1,711 | | Jean F. Rankin | 1,711 |

  10. Election of Directors

    Election of Directors

  11. (Proposal 1)

    (Proposal 1)

  12. Description

    Description

  13. Which directors are nominated for election?

    Which directors are nominated for election? Mses. Joan H. Gillman and Jean F. Rankin, Messrs. Samir Armaly, Derek K. Aberle, Liren Chen, S. Douglas Hutcheson, John A. Kritzmacher and John D. Markley, Jr. are recommended by the Nominating and Corporate Governance Committee and nominated by the Board for election at the 2025 annual meeting, each to serve a one-year term until our annual meeting in 2026 and until his or her successor is elected and qualified. Set forth below is biographical information about the eight nominees and other information about their skills and qualifications that contribute to the effectiveness of the Board. All of the nominees’ current terms of office expire at the 2025 annual meeting.

  14. What are their backgrounds?

    What are their backgrounds? Derek Aberle, 55, has been a director of the company since September 2022. Mr. Aberle is Co-founder and Executive Vice Chairman of Virewirx, Inc. (formerly XCOM Labs), a company focused on developing and commercializing advanced wireless and XR technologies. Prior to that, from 2000 through 2018, Mr. Aberle served in various senior executive roles at Qualcomm, including as President of Qualcomm from 2014 through 2018. Beginning in 2008, Mr. Aberle served as a member of Qualcomm’s executive committee, as Executive Vice President and President of Qualcomm Technology Licensing from 2008 through 2011 and as Executive Vice President and Group President from 2011 through 2014 where, among other things, he led Qualcomm’s technology and IP licensing business, helping to significantly grow its global licensing business and negotiating deals with its largest licensees. Mr. Aberle also served as Chief Executive Officer and director of Prospector Capital Corp., a special purpose acquisition company, from its inception in 2020 through 2023. Prior to Qualcomm, Mr. Aberle was an attorney with the international law firms Pillsbury Winthrop and Heller Ehrman. Mr. Aberle also serves on the boards of directors of Virewirx, LeddarTech (Nasdaq: LDTC) and EvoNexus. The Board has concluded that Mr. Aberle should serve as a director of the company because of his years of experience in patent licensing and his global business acumen and leadership. Samir Armaly, 52, is currently a director and advisor to various technology companies. Mr. Armaly served as President, IP of Adeia, Inc., a leading IP licensing business, from June 2020 to March 2022. From 2017 to 2020, he was a Strategic IP Advisor to the CEO and Board of Directors of TiVo Corporation. From 2001 to 2017, Mr. Armaly held various senior management positions and ran the video IP licensing business of Gemstar – TV Guide and its successor, Rovi Corporation. Previously, Mr. Armaly was an IP attorney in private practice representing media and technology companies. He graduated from the University of Missouri Columbia with a B.S. degree in Mechanical Engineering and received his J.D. degree from the University of California Berkeley. The Board has concluded that Mr. Armaly should serve as a director of the company because he is a recognized IP expert, having run one of the world’s largest patent licensing businesses, and has particular expertise in the media and technology markets. Lawrence (Liren) Chen, 54, has been a director of the company since April 2021, when he was also appointed as our President and Chief Executive Officer. Mr. Chen joined InterDigital from Qualcomm where he served since 2019 as Senior Vice President, Global Head of IP, Legal Counsel. In that role, Mr. Chen was responsible for overseeing Qualcomm’s world-wide intellectual property portfolio (patent, copyright, trademark and open source) and led technology, business strategy, product management and global eco-system development for Qualcomm Technology Licensing. Prior to that, Mr. Chen served in various IP and technology roles at Qualcomm, including as Senior Vice President of Engineering, Legal Counsel. He holds 28 granted patents in the U.S. and over 120 granted patents worldwide. Mr. Chen is a member of the U.S. Chamber of Commerce China Advisory Committee and a board member of Arrow Electronics (NYSE: ARW). Mr. Chen earned his bachelor’s degree in Automation from Tsinghua University, Beijing; his M.S.E.E. from the University of Maine; his M.B.A. from San Diego State University; and his J.D. degree from the University of San Diego. Joan H. Gillman, 61, has been a director of the company since April 2017. From 2006 to 2016, Ms. Gillman served as Executive Vice President of Time Warner Cable, Inc. (“Time Warner Cable”), as well as Chief Operating Officer of Time Warner Cable Media and President of Time Warner Cable Media, LLC. Ms. Gillman joined Time Warner Cable as Vice President of Interactive TV and Advanced Advertising in 2005. Prior to Time Warner Cable, among other roles, she served as the President of Static2358, the interactive TV, games and production subsidiary of OpenTV, and as Director, Business Development, of British Interactive Broadcasting, the digital and interactive TV joint venture between BSkyB, BT, HSBC and Matsushita. Ms. Gillman began her career working in public affairs, serving in various roles for a U.S. Senator, including as Legislative Director and State Director. From 2016 to 2021, Ms. Gillman was a member of the board of directors of Centrica plc, an international energy and services company based in the United Kingdom where she served on the safety, health, environment, security, remunerations and ethics and nominating committees. In addition, since 2016, she has served on the board of directors of Airgain, Inc. (Nasdaq: AIRG), a leading provider of embedded antenna technologies used to enable high performance wireless networking, and she is currently a member of Airgain’s audit committee and chairs the nominating and corporate governance committee. Ms. Gillman has also served on the board of directors of Cumulus Media (Nasdaq: CMLS) since 2018 and is a member of the compensation and nominating committees. Since May 2018, she has also chaired the Jesuit Volunteer Corps and is the Foundation Manager and Trustee of the David T. Langrock Foundation. The Board has concluded that Ms. Gillman should serve as a director of the company because her more than 20 years of executive experience in the media and communications industries and her knowledge of content development and distribution as well as key areas like partnership, mergers and acquisitions and marketing make her a valuable resource and strengthen the company’s knowledge of the companies and industries shaping its existing and future markets.

  15. What are their backgrounds?

    S. Douglas Hutcheson, 69, has been a director of the company since July 2014, and he assumed the role of Chairman of the Board in June 2015. From 2019 to 2024, Mr. Hutcheson served as the Executive Chairman of Kymeta Corporation, an electronically steerable terminal manufacturer and provider of services for global connectivity. He also served as the co-CEO of Kymeta from 2021 to 2024. From 2015 to 2019, Mr. Hutcheson served as a senior advisor of Technology, Media and Telecom for Searchlight Capital, a global private investment firm. From March 2014 through May 2017, Mr. Hutcheson served as Chief Executive Officer and a director of Laser, Inc., a corporation created in connection with the acquisition of Leap Wireless International, Inc. (“Leap Wireless”), a wireless communications carrier, by AT&T in March 2014. Prior to March 2014, Mr. Hutcheson served as Chief Executive Officer of Leap Wireless and its operating subsidiary, Cricket Communications, for nine years, where he was responsible for developing and implementing strategy, all operations, and the oversight of all relationships and partnerships. He currently serves on the boards of directors of privately-held companies Kymeta and AgilePQ, a post quantum cyber security encryption technology provider. Mr. Hutcheson also serves as Chair of the Board of Trustees of Rady Children’s Health, as a member of the Board of Directors of Rady Children’s Institute for Genomic Medicine, and on the Board of Advisors for the Global Policy and Strategy Institute at the University of California San Diego. Mr. Hutcheson previously served on the boards of directors of Leap Wireless from 2005 to 2014 and Pitney Bowes from 2012 to 2023. Mr. Hutcheson holds 14 patents. The Board has concluded that Mr. Hutcheson should serve as a director of the company because, with his significant operational and financial expertise as an experienced former chief executive officer of a wireless communications company and his broad business background, which includes strategic planning and product and business development and marketing, he brings valuable insight that is needed to evolve and execute the company’s strategy. He also qualifies as an audit committee financial expert. John A. Kritzmacher, 64, has been a director of the company since June 2009. From 2013 to 2021, Mr. Kritzmacher served as Executive Vice President and Chief Financial Officer of John Wiley & Sons, Inc., a global provider of research communications and education services. From 2012 to 2013, Mr. Kritzmacher served as Senior Vice President Business Operations and Organizational Planning at WebMD Health Corp., a leading provider of health information services, where Mr. Kritzmacher was responsible for leading a major restructuring initiative. Previously, Mr. Kritzmacher served as Executive Vice President and Chief Financial Officer of Global Crossing Limited, a global provider of IP-based telecommunications solutions, from October 2008 to October 2011, when Global Crossing was then acquired by Level 3 Communications, Inc. Prior to that, Mr. Kritzmacher rose through a variety of positions with increasing responsibility, including Senior Vice President and Corporate Controller, during his 10 years at Lucent Technologies Inc., a provider of telecommunications systems and services, to become Chief Financial Officer in 2006. After playing a leading role in the planning and execution of Lucent’s merger with Alcatel in 2006, Mr. Kritzmacher became Chief Operating Officer of the Services Business Group at Alcatel-Lucent until joining Global Crossing in 2008. Mr. Kritzmacher serves on the board of directors of Unisys (Nasdaq: UIS) and currently serves on the Audit & Finance and Security & Risk committees of the Unisys board. The Board has concluded that Mr. Kritzmacher should serve as a director of the company because he is a veteran of the telecommunications and high technology industries with extensive operational and leadership experience and financial expertise. As such, Mr. Kritzmacher contributes valuable advice and guidance, especially with respect to complex financial and accounting issues, and qualifies as an audit committee financial expert. John D. Markley, Jr., 59, has been a director of the company since November 2016. Since 2009, Mr. Markley has served as Managing Partner of Bear Creek Capital Management, an investment firm focused on the cloud computing, mobile and digital infrastructure sectors. In addition, since 2014, he has been a Managing Partner of New Amsterdam Growth Capital, an investor in communications, media and technology companies. From 1996 to 2009, he was a partner with Columbia Capital, a venture capital firm, where he served in a number of capacities including partner, venture partner and portfolio company executive. Prior to Columbia Capital, Mr. Markley served as a policy advisor at the Federal Communications Commission from 1994 to 1996, where he and his team were instrumental in developing and launching the commercial spectrum auction process. Mr. Markley has also been a director of Charter Communications, Inc. (Nasdaq: CHTR), since 2009, currently serving as chair of its nominating and corporate governance committee and as a member of its audit committee. He previously served on the boards of directors of Millennial Media, Inc., from 2006 to 2014, and of BroadSoft, Inc., from 2002 until its acquisition by Cisco Systems, Inc. in 2018. The Board has concluded that Mr. Markley should serve as a director of the company based on his private equity and operating experience and his extensive experience with communications, media and technology companies, which allow him to contribute guidance and advice relating to the development and execution of the company’s strategy and analysis of potential business opportunities. He also qualifies as an audit committee financial expert. Jean F. Rankin, 66, has been a director of the company since June 2010. Ms. Rankin served as Executive Vice President, General Counsel and Secretary at LSI Corporation, a leading provider of innovative silicon, systems and software technologies for the global storage and networking markets, from 2007 to 2014, when LSI was acquired by Avago Technologies Limited. In this role, she served LSI and its board of directors as Corporate Secretary, in addition to managing the company’s legal, intellectual property licensing and stock administration organizations. Ms. Rankin joined LSI in 2007 as part of the merger with Agere Systems Inc., where she served as Executive Vice President, General Counsel and Secretary from 2000 to 2007. Prior to joining Agere in 2000, Ms. Rankin was responsible for corporate governance and corporate center legal support at Lucent, including mergers and acquisitions, securities laws, labor and employment, public relations, ERISA, investor relations and treasury. She also supervised legal support for Lucent’s microelectronics business. The Board has concluded that Ms. Rankin should serve as a director of the company because she has extensive experience and expertise in matters involving intellectual property licensing, the company’s core business, and her former roles as chief legal officer and corporate secretary at other publicly traded companies enable her to contribute legal expertise and advice as to best practices in corporate governance.

  16. Executive Summary

    | • | Special one-time performance-based equity award granted to CEO. Our CEO was granted a one-time special equity award in March 2024 that is 100% performance-based and can be earned over seven-years for achievement of new revenue milestones that are key to long-term shareholder value creation. |

  17. Executive Summary

    | • | Paid Short Term Incentive Program (“STIP”) awards out at 200% of target based on superior performance results. Record-setting revenue, including the execution of the Samsung TV Agreement that contributed more than half of our year over year revenue growth, along with above-target patent filings drove maximum payout. |

  18. Executive Summary

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓ We incorporate shareholder feedback into our compensation program design. | ☒ We do not have single-trigger payout provisions in our equity award agreements. | | ✓ We create a balanced compensation program through a mix of fixed and variable short- and long-term incentives. | | | ✓ We cap payouts under our annual STIP to individual employees, including our NEOs, at two times target. | ☒ We do not provide golden parachute tax gross-ups. | | ✓ We have double-trigger change in control payout provisions (i.e., an executive must be terminated in connection with a change in control in order to receive any change in control benefits). | | | ✓ We maintain a clawback policy that allows for recoupment of excess incentive compensation paid to our executive officers in the event of certain accounting restatements. | ☒ We do not provide excessive perquisites to executives that other employees at or above the senior director level do not receive. | | ✓ We have robust target stock ownership levels for our executive officers and directors, defining qualifying stock to include only shares of common stock or vested RSUs held outright or indirectly through the 401k. | ☒ We do not permit the hedging of InterDigital stock by any employee, including executives. | | ✓ We review compensation-related risk with an outside independent compensation consultant on an annual basis to ensure our plans do not create incentives that would put the company at risk of a material adverse effect. | ☒ We do not pay out dividend equivalents on unvested RSUs; accrued dividend equivalents are paid out only if and to the extent that the underlying RSU award vests. |

  19. What Guides Our Program

    | • | attract talented leaders to serve as executives by setting total compensation levels and incentive program targets at competitive levels for comparable roles in the marketplace; |

  20. What Guides Our Program

    | • | retain our executives by providing a balanced mix of base salary and short and long-term incentive compensation; |

  21. What Guides Our Program

    | • | align the interests of executives and shareholders by rewarding our executives for increasing our stock price over the long term and maximizing shareholder value with a substantial portion of total compensation in the form of direct ownership in our company through long-term equity awards and meaningful ownership guidelines. |

  22. What Guides Our Program

    The Decision-Making Process Role of the Human Capital Committee. The Human Capital Committee oversees our executive compensation program and has final approval with respect to the composition, structure and amount of all executive officer compensation. The Human Capital Committee is comprised of at least three independent members of the Board. Guided by its philosophy that the interests of key leadership should be aligned with the long-term interests of the company and its shareholders, the Human Capital Committee annually reviews and approves goals relevant to the performance-based incentive compensation of the CEO and other executive officers. The Human Capital Committee works very closely with management and the Human Capital Committee’s independent consultant to examine the effectiveness of the company’s executive compensation program throughout the year. Details of the Human Capital Committee’s authority and responsibilities are discussed above under “Board Structure and Committee Membership—Human Capital Committee” and are specified in the Human Capital Committee’s charter, which is available on the Investor Relations page of our corporate website. Role of Executives. As part of the annual performance and compensation review for executives other than the CEO, the Human Capital Committee considers the CEO’s assessment of the other executives’ departmental and individual performances, reviewing major individual accomplishments and other recommendations of the CEO regarding their compensation. The CEO also reports to the Human Capital Committee on the company’s achievement of objectively measurable goals established under performance-based incentive programs, based upon data provided by management. Role and Independence of Advisors. The Human Capital Committee has authority to retain independent consultants and other experts to assist in carrying out its responsibilities. The Human Capital Committee selects the consultant, negotiates the fees paid and manages the engagement. The Human Capital Committee engages FW Cook, a national executive compensation consulting firm, to advise it and the rest of the Board on matters including, but not limited to, trends in executive compensation, compensation peer group composition, assessing total direct compensation of the executives as compared to the compensation peer group, and short and long-term incentive plan design and compensation of the company’s executive officers. Based on consideration of the factors as set forth in applicable SEC rules and listing standards of the Nasdaq Stock Market, the Human Capital Committee has determined that FW Cook has no conflicts of interest in providing its services. In 2023 and previous years, the Human Capital Committee engaged Pearl Meyer, a national compensation consulting firm, as its compensation consultant. Factors Considered in Setting Compensation Amounts and Targets. In establishing compensation amounts and incentive program targets for executives, the Human Capital Committee seeks to provide compensation that is competitive under current market conditions and industry practices. Accordingly, the Human Capital Committee annually reviews market data that is comprised of proxy-disclosed data from peer companies and information from nationally recognized published surveys for high-technology companies, adjusted for size. Consistent with its review practices, in the fall of 2023, former compensation consultant Pearl Meyer assisted the Human Capital Committee with its process of identifying peer group companies for 2024 compensation purposes. The peer group approved by our Human Capital Committee was chosen based on an assessment of each company’s similarity with InterDigital with respect to business model, revenue and market capitalization. The Human Capital Committee’s objective in selecting this peer group was to include a mix of similar-sized public companies with a technology patent/licensing business and companies that operate in the system and application software sectors. Targeted companies generally had revenues between 0.5x and 2.5x InterDigital’s size at the time of the analysis and market capitalization between 0.25x to 5.0x InterDigital’s size. InterDigital has transformed from a telecommunications equipment manufacturer in the 1990s to a global research and development company whose licensing business has expanded beyond wireless to include video and artificial intelligence (“AI”) technologies, and whose technologies are being used in products and services through software. As a result, seven software companies were identified for inclusion in the peer group and five primarily hardware companies were removed. Additionally, Xperi completed a spin off with Adeia, Inc. with the latter maintaining the IP licensing business. As a result, Xperi was replaced with Adeia. The companies comprising the 2024 compensation peer group were as follows:

  23. What Guides Our Program

    In early 2024, FW Cook conducted an executive compensation review using peer group and market data from nationally recognized published surveys to provide the Human Capital Committee context on competitive compensation for comparable executive positions. There is no targeted benchmark level of compensation, but the data are used as reference points to guide the Committee in its efforts to set executive compensation levels and program targets at competitive levels for comparable roles in the marketplace. The Committee believes that executive pay should be determined using a holistic approach, taking into account a wide variety of factors, such as the importance of each executive officer’s role to the company, individual expertise, experience and performance, retention concerns, internal parity and relevant compensation trends in the marketplace, in making its final compensation determinations.

  24. 2024 Executive Compensation in Detail

    Short-Term Incentive Plan The annual STIP is designed to reward the achievement of corporate goals and individual accomplishments during each fiscal year. Individual STIP payouts are determined based on performance against pre-determined strategic corporate goals and individual performance. In 2024, the Human Capital Committee increased the Chief Legal Officer’s target bonus from 60% to 75% of base salary to better align with market trends. No other changes were made to the target STIP levels. Bonuses are capped at 200% of target for each executive.

  25. 2024 Executive Compensation in Detail

    | NEO | 2023 Target STIP Level (% of Base Salary) | 2024 Target STIP Level (% of Base Salary) | | Liren Chen | 105% | 105% | | Richard J. Brezski | 75% | 75% | | Eeva K. Hakoranta | 75% | 75% | | Rajesh Pankaj | 75% | 75% | | Joshua D. Schmidt | 60% | 75% |

  26. 2024 Executive Compensation in Detail

    | 2024 STIP Corporate Performance Goals: | | | | | Performance Measure (relative weight) | Description | Goal/Objectives | Determination of Payout Level | | Total Revenue (60%) | Achieve specified amount of recognized revenue as reported in our financial statements* | Target is estimated recognized revenue as reported in 2024 financial statements Threshold = $460M Target = $560M | Minimum threshold set, below which would yield 0% achievement Each $1 million above threshold equals 0.5% achievement up to target; each $1 million achievement above target equals 0.5% achievement above target | | Innovation (30%) | Patent filings | Patent filings – meet or exceed specified number of first patent filings Target = 800 first patent filings | Achievement based on % of target filings | | Evolution (10%) | Execute Human Capital initiatives | Execute Human Capital initiatives with focus on Cultural Transformation | Bonus element pays out if specific, pre-defined strategic accomplishments are achieved |

  27. 2024 Executive Compensation in Detail

    | Corporate Strategic Performance Goals: Outcomes | | | | | | | Goal (Target metric weight) | Threshold Payout | Target Payout | Maximum Payout | Achievement | Component Payout | | Total Revenue (60%) | $460M 30% | $560M 60% | * | Total Revenue of $708M (excludes Samsung TV catch-up sales revenue)) Each $1M above $560M is 0.5% achievement (achieved 174% of target) | 104% | | Innovation (30%) | 0% | 30% | * | 985 patent filings (achieved 123% of target) | 37% | | Evolution (10%) | 0% | 10% | * | Continued execution of Culture Development Plan (100% achievement) | 10% | | Delayed 2023 STIP Payout | | | 66% | Samsung TV Achievement | 49% | | Overall Corporate Achievement | | | Capped at 200% | 200% | 200% |

  28. 2024 Executive Compensation in Detail

    | * Although individual goal achievement is not capped, the overall STIP payout is capped at 200%. |

  29. 2024 Executive Compensation in Detail

    | NEO | 2024 Base Salary ($) | Target as percentage of base salary | Target bonus ($) | Corporate Achievement | Personal Performance | Overall achievement as % of target | Actual Bonus ($) | | Liren Chen | 710,000 | 105% | 745,500 | 200% | 100% | 200% | 1,491,000 | | Richard J. Brezski | 440,000 | 75% | 330,000 | 200% | 100% | 200% | 660,000 | | Eeva K. Hakoranta(1) | 427,000 | 75% | 320,250 | 200% | 100% | 200% | 640,500 | | Rajesh Pankaj | 490,000 | 75% | 367,500 | 200% | 100% | 200% | 735,000 | | Joshua D. Schmidt | 400,000 | 75% | 300,000 | 200% | 100% | 200% | 600,000 |

  30. 2024 Executive Compensation in Detail

    | Equity Vehicle | What it Does | Vesting Requirements | | Performance-based RSUs | Aligns NEO and shareholder interests by tying value to both business results and future stock price. | Achievement of specified performance goals is required for vesting. For performance that falls below threshold achievement, no equity vests; vesting is capped at 200% of target. Performance-based options’ exercise term is 10 years. | | Performance-based stock options | Rewards for stock price appreciation and achievement of underlying goals. | | | Time-based RSUs | Focuses our executives on long-term share ownership and sustained value. | Three-year ratable vesting of shares. |

  31. 2024 Executive Compensation in Detail

    2024 LTCP Grant The Human Capital Committee determines annually the participation level and components of each executive officer’s LTCP award, considering market data and internal pay equity between the company’s NEOs and other executives to motivate and incentivize performance across the senior management team and encourage collaboration and shared responsibility for executing the company’s strategic plan. In 2024, the Human Capital Committee determined that approximately 58% of our CEO’s LTCP is provided in performance-based equity, split equally between performance-based RSUs and options, with the remaining 42% in time-based RSUs. The LTCP mix for our other NEOs in 2024 was 50% performance-based RSUs and 50% time-based RSUs. The Human Capital Committee approved LTCP awards granted to the company’s employees, including the NEOs other than the CEO, to be granted on March 15, 2024. The Board of Directors approved the LTCP award granted to the CEO, to be granted on March 20, 2024. The 2024 LTCP grants were comprised of the following equity vehicles:

  32. 2024 Executive Compensation in Detail

    | NEO | 2024 LTCP Grant: Equity Mix | | | | | Performance- Based RSUs | Performance Based Stock Options | Time- Based RSUs | | Liren Chen | 29% | 29% | 42% | | Richard J. Brezski | 50% | 0% | 50% | | Eeva K. Hakoranta | 50% | 0% | 50% | | Rajesh Pankaj | 50% | 0% | 50% | | Joshua D. Schmidt | 50% | 0% | 50% |

  33. 2024 Executive Compensation in Detail

    | | Performance- Based RSUs ($)(1) | Performance- Based Stock Options ($)(2) | Time-Based RSUs ($)(1) | Total Value ($) | | Liren Chen | 2,000,000 | 2,000,000 | 3,000,000 | $7,000,000 | | Richard J. Brezski | 1,050,000 | — | 1,050,000 | $2,100,000 | | Eeva K. Hakoranta | 1,050,000 | — | 1,050,000 | $2,100,000 | | Rajesh Pankaj | 1,150,000 | — | 1,150,000 | $2,300,000 | | Joshua D. Schmidt | 750,000 | — | 750,000 | $1,500,000 |

  34. 2024 Executive Compensation in Detail

    | (1) Award amounts for performance-based and time-based RSUs were determined based on the closing price of InterDigital’s common stock on the date of grant. |

  35. 2024 Executive Compensation in Detail

    2024 LTCP Time-based RSUs. Time-based RSUs granted to our NEOs in 2024 vest over three years, with one-third of the RSUs vesting and being delivered on or about each of the first three anniversaries of the grant date. 2024 LTCP Performance-Based RSUs and Options. Performance-based RSUs and performance-based options (the “Performance Awards”) from the 2024 LTCP are earned based on the achievement of pre-determined goal(s) set by the Human Capital Committee. The metric for the 2024 LTCP goal is pro forma EBITDA, which measures overall profitability of the company. Pro forma EBITDA is a supplemental non-GAAP financial measure that InterDigital believes provides investors with important insight into our ongoing business performance. Additional information can be found in Appendix A. The Performance Awards, if earned, may vest at the end of the three-year performance period (January 1, 2024, through December 31, 2026) based on specified threshold, target, and maximum levels of pro forma EBITDA during years two and three of the performance period. The highest consecutive trailing four quarters determines goal achievement. If the threshold level of achievement is not met, there is no payout. Achievement of the threshold performance level will result in 50% of target payout. Goal achievement for performance that falls between the amounts established for threshold, target and maximum achievement above is calculated using linear straight-line interpolation between the target achievement level and the actual achievement level. The payout cannot exceed 200% of target. 2024 Special CEO Equity Award In March 2024, the Human Capital Committee approved a one-time equity award grant to our CEO in order to retain and continue to incentivize him as the company expands its licensing program and to recognize the record setting growth in revenue, adjusted EBITDA, and non-GAAP EPS that we have experienced during our CEO’s tenure. The grant is 100% performance based, split equally between performance-based RSUs and performance-based options with a target value of $5 million (the “Special CEO Award”). The following outlines our record growth from 2020 through 2023:

  36. 2024 Executive Compensation in Detail

    The Special CEO Award is earned and vests based on the achievement of specified new revenue milestones over a seven-year period, through December 31, 2030. The goals measure revenue from new license agreements that will contribute to the company’s target of $1 billion in annual recurring revenue by 2030. The maximum potential payout of the Special CEO Award cannot exceed 200% of target and Mr. Chen must continue providing service to the company in order to receive the earned shares. Upon approval by the Human Capital Committee that achievement of one or more revenue milestone goals has been met, a portion of the award will vest. The Human Capital Committee believes it was in the best interest of shareholders to provide incentives for our CEO to focus on new revenue milestones, which the company believes will be a significant driver of long-term shareholder value creation. The value of the one-time award is not reflected in the Summary Compensation Table because the most probable outcome of achievement is less than target. Grant values reflected in the Summary Compensation Table are determined in accordance with FASB ASC Topic 718. 2025 LTCP Performance-Based RSUs and Options During shareholder outreach in 2024, we received feedback that certain shareholders had reservations that our prior LTCP grants measured achievement using the highest trailing four quarters during the performance period. In an effort to be responsive to shareholders, our Human Capital Committee determined that achievement of the 2025 LTCP performance-based RSUs and options would be based on average annual pro forma EBITDA over a full three-year performance period. Status of Prior LTCP Grants: 2020 LTCP Grant: The 2020 LTCP performance-based RSUs have a five-year performance period (January 1, 2020 through December 31, 2024) and may vest based on achievement of certain China Revenue Platform milestone goals. Each milestone goal achievement provided for a partial vesting (20% of target), upon the meeting each of the five milestones, with each milestone being a specified amount of China Revenue Platform (the amount of revenue from existing contracts for the next 12-month period). The first milestone was achieved in June 2020 and the second and third were achieved in October 2021. The fourth milestone was achieved with the signing of certain licenses in 2024, resulting in an additional 20% of the award vesting on December 15, 2024. All NEOs were participants in the 2020 LTCP and benefited from the vesting of these awards, other than Mr. Chen and Mr. Pankaj, who had not yet joined the company at the time of grant. The remaining unvested performance-based RSUs that had not vested as of December 31, 2024 were forfeited. The milestone goals were set at an additional $35 million of recurring revenue achieved for each milestone. As of the fourth quarter of 2024, the total China Revenue Platform achieved was approximately $159 million. 2022 LTCP Grant: The 2022 LTCP performance-based awards are earned based upon the achievement of specified threshold, target and maximum levels of pro forma EBITDA measured quarterly during years two through five of the performance period, January 1, 2022 through December 31, 2026, on a trailing four quarter basis. The highest consecutive four quarters determines goal achievement. If the threshold level of achievement is not met, there is no payout. There was a check-in period at the end of third year, December 31, 2024. The pro forma EBITDA goal associated with the 2022 LTCP was as follows:

  37. 2024 Executive Compensation in Detail

    The CEO reported to the Human Capital Committee that the four-quarter period measured from Q1 through Q4 of 2023 exceeded the Superior achievement with a $386 million pro forma EBITDA. In fact, each of the following periods also achieved pro forma EBITDA that exceeded the Superior goal. The Human Capital Committee determined that the company’s goal achievement exceeded the superior performance goal and, as a result, 200% of the performance-based equity vested in March 2025. Pro forma EBITDA is a non-GAAP financial measure. See Appendix A for an explanation of how this metric is used and a detailed reconciliation to the most directly comparable GAAP measure. CEO New Hire Awards: The Human Capital Committee approved the award of performance-based RSUs and performance-based options (“New Hire Performance Awards”) as part of Mr. Chen’s new hire equity awards in 2021. The actual number of New Hire Performance Awards that may vest is determined by the achievement of Diversified Revenue Platform goals. The goals measure achievement of specified amounts of diversified revenue platform using forecasted revenue for a twelve-month look-forward period. The New Hire Performance Awards may vest at any time through December 31, 2025. The size of the license agreements completed in 2024 combined with their long-term tenure, resulted in the application of Revenue Value Credit multiplier to the diversified revenue platform achieved. The Human Capital Committee determined that the sixth and final milestone was achieved in 2024 which drove an additional 90% payout of the New Hire Performance Awards. Total payout on the New Hire Performance Awards cannot exceed 300% of target. The Diversified Revenue Platform goal was set to measure revenue from companies based in China, India and other locations from where we have not generally licensed and based on license agreements signed after March 1, 2021. The specific revenue goal, the % of total achievement and date achieved is described below:

  38. Other Compensation-Related Practices, Policies and Guidelines

    Other Compensation-Related Practices, Policies and Guidelines Stock Ownership Guidelines To align the interests of our executive officers with those of our shareholders, the company has established stock ownership guidelines for its executive officers. The CEO’s target ownership level is an amount of company stock with a value of at least six times his current annual base salary. The company’s other executive officers are expected to own an amount of company stock with a value of at least two times their current annual base salary. The guidelines were amended in March 2025 to provide that the CEO’s target ownership level is at least six (up from five) times his annual salary. For purposes of calculating the value of company stock holdings, each share is priced at a price per share/unit equal to the average closing price of the company’s common stock for the 200 trading days leading up to and including the calculation date. The 200-day average closing price was also amended to be calculated annually on June 1 each year, instead of on the date of the company’s annual meeting of shareholders. Any executive who has not reached or fails to maintain their target ownership level must retain at least 50% of any after-tax shares derived from the vesting of any awards or from exercised options until their level is met. An executive may not make any disposition of shares that results in their holdings falling below the target level without the express approval of the Human Capital Committee. As of December 31, 2024, all of our executive officers were in compliance with the guidelines. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. Typically, the Human Capital Committee approves the amount and timing of the annual grant, including any option component thereof, at its regular quarterly meeting during first fiscal quarter. The Human Capital Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. No stock options were granted during 2024 in the periods beginning four business days before the filing of a quarterly report on Form 10-Q, the filing of an annual report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such report. Clawback Policy The company adopted a revised Clawback Policy in 2023, in compliance with applicable rules of Nasdaq and Section 10D and Rule 10D-1 of the Exchange Act. The policy requires the company to recover any incentive-based compensation from NEOs in the event of any accounting restatement as a result of the company’s material non-compliance with financial reporting requirements, to the extent that the incentive-based compensation exceeds the amount that the executive would have received based on the restated financial statements. The policy allows recoupment from certain other executives of the company. The Board delegated authority to the Human Capital Committee to oversee the policy’s administration. Savings and Protection and Nonqualified Deferred Compensation Plans The company’s Savings and Protection Plan (“401(k) Plan”) is a tax-qualified retirement savings plan pursuant to which employees, including NEOs, are able to contribute the lesser of 100% of their annual base salary and bonus or the annual limit prescribed by the Internal Revenue Service (“IRS”) on a pre-tax basis. The company provides a 50% matching contribution on the first 6% of an employee’s eligible earnings contributed to the 401(k) Plan, up to the cap mandated by the IRS. The company offers this benefit to encourage employees to save for retirement and to provide a tax-advantaged means for doing so. As noted above, the IRS imposes limits on the amounts that an employee may contribute annually to a 401(k) Plan account. The company’s nonqualified deferred compensation plan (the “Deferred Compensation Plan”) provides a select group of management and highly compensated employees, including the NEOs, with an opportunity to defer up to 40% of their base salary and up to 100% of their STIP payment. For 2024, the company matched up to 50% of the first 6% of the participant’s eligible deferrals, determined on a combined plan basis taking into account deferred amounts under both the Deferred Compensation Plan and the 401(k) Plan. Matching contributions are made once annually after the end of the year. Participants vest one-third in company matching contributions after one year of service, two-thirds after two years of service and fully after three years of service, a vesting schedule identical to the 401(k) Plan. For more information about the nonqualified deferred compensation plan, see “Nonqualified Deferred Compensation.” Severance Arrangements with NEOs The company amended and restated the InterDigital, Inc. Executive Severance and Change in Control Policy (the “Executive Severance Policy”), which automatically renews for additional successive one-year periods (unless the company provides notice of non-renewal at least 30 days before the expiration of the term (as extended by any renewal period)), in July 2024. The policy applies to all NEOs except for Ms. Hakoranta, whose severance arrangements, in compliance with local law, are set forth in her employment agreement. Among other things, the Executive Severance Policy provides severance payments and benefits upon certain qualifying terminations of employment, including upon termination of the NEO’s employment by the company without Cause, and provides for enhanced payments and benefits if such termination occurs on or within one year after a Change in Control (two years for the CEO), each as defined in the Executive Severance Policy. Ms. Hakoranta’s employment agreement provides similar payments and benefits. The amendment provided for a change to the severance amount payable upon termination after a Change in Control for the CEO from 250% to 200% of base salary and from 100% to 200% of target bonus. For more information regarding the provisions governing these termination scenarios, please see “Potential Payments upon Termination or Change in Control.” Additionally, the Human Capital Committee amended all performance-based equity award agreements (applicable to all outstanding and future awards) to provide that in the event of a change in control, performance-based equity would be deemed earned based on the greater of target or actual performance, measured as of the day immediately prior to the Change in Control, and subject to service-based vesting requirements. After a review of the company’s executive severance practices, the Human Capital Committee determined it to be in the best interest of the company and its shareholders to approve these amendments. Compensation-Related Risk Assessment

  39. Other Compensation-Related Practices, Policies and Guidelines

    We have assessed our employee compensation policies and practices and determined that any risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. In reaching this conclusion, the Human Capital Committee considered all components of our compensation program and assessed any associated risks. The Human Capital Committee also considered the various strategies and measures employed by the company that mitigate such risk, including: (i) the overall balance achieved through our use of a mix of cash and equity, annual and long-term incentives and time-and performance-based compensation; (ii) our use of multi-year vesting periods for equity grants; (iii) limits on the maximum goal achievement levels and overall payout amounts under STIP and LTCP awards; (iv) the company’s adoption of, and adherence to, various compliance programs, including the Code of Ethics, a clawback policy, a contract review and approval process and signature authority policy and a system of internal controls and procedures; and (v) the oversight exercised by the Human Capital Committee over the performance metrics and results under the STIP and the LTCP. In addition, our compensation programs are reviewed with the Human Capital Committee’s compensation consultant on an annual basis to ensure plans do not create incentives that would put the company at excessive risk. Most recently, FW Cook reviewed our compensation programs. Based on the assessment described above, the Human Capital Committee concluded that any risks associated with our compensation policies and practices were not reasonably likely to have a material adverse effect on the company. Taxation of Executive Compensation For income tax purposes, public companies may not deduct any portion of compensation that is in excess of $1 million paid in a taxable year to certain “covered employees,” including our named executive officers, under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), subject to certain limited exceptions (which may not be applicable to us). Nevertheless, our board of directors believes that it should not be constrained by the requirements of Section 162(m) if those requirements would impair flexibility in compensating our named executive officers in a manner that can best promote our corporate objectives. We intend to continue to compensate our executive officers in a manner consistent with the best interests of our stockholders and reserve the right to award compensation that may not be deductible under Section 162(m) where the Company believes it is appropriate to do so. Accounting for Share-Based Compensation We follow FASB ASC Topic 718 for our share-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based compensation awards made to employees and directors, including stock options and RSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards. FASB ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that an executive officer is required to render services in exchange for the option or other award.

  40. Summary Compensation Table

    Summary Compensation Table The following table contains information concerning compensation awarded to, earned by or paid to our NEOs in the last three years (unless the NEO was not an executive officer of the company during such year). Our NEOs consist of: (i) Liren Chen, our President and CEO; (ii) Richard J. Brezski, our CFO and Treasurer; (iii) Eeva K. Hakoranta, our Chief Licensing Officer who ceased to be an executive officer in April 2025; (iv) Rajesh Pankaj, our Chief Technology Officer; and (v) Joshua D. Schmidt, our Chief Legal Officer and Corporate Secretary. Additional information regarding the items reflected in each column follows the table.

  41. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Liren Chen | 2024 | 710,000 | | 4,000,000 | 1,000,000 | 1,491,000 | 56,868 | 7,257,868 | | President and Chief Executive Officer | 2023 2022 | 706,000 690,000 | 500,000 | 2,250,000 1,650,025 | 750,000 550,000 | 998,970 1,380,000 | 68,190 54,762 | 4,773,160 4,824,787 | | Richard J. Brezski | 2024 | 440,000 | | 1,575,000 | | 660,000 | 29,961 | 2,704,961 | | EVP, Chief Financial Officer and Treasurer | 2023 | 433,221 | | 1,125,000 | — | 442,200 | 34,604 | 2,035,025 | | | 2022 | 402,500 | | 880,019 | — | 603,750 | 27,117 | 1,913,386 | | Eeva K. Hakoranta(8) | 2024 | 427,000 | | 1,575,000 | | 640,500 | 1,535 | 2,644,035 | | Chief Licensing Officer | 2023 | 447,385 | | 1,125,000 | — | 457,000 | 1,535 | 2,038,535 | | | 2022 | 423,852 | | 880,019 | — | 594,564 | 1,535 | 1,864,255 | | Rajesh Pankaj | 2024 | 490,000 | | 1,725,000 | | 735,000 | 6,327 | 2,956,327 | | Chief Technology Officer | 2023 | 490,000 | 466,667 | 1,125,000 | — | 492,450 | 31,055 | 2,605,172 | | | 2022 | 233,692 | 233,333 | 3,660,037 | — | 735,000 | 69,292 | 4,931,354 | | Joshua D. Schmidt | 2024 | 400,000 | | 1,125,000 | | 600,000 | 13,656 | 2,138,656 | | Chief Legal Officer and Corporate Secretary | 2023 | 390,961 | | 750,000 | — | 321,600 | 11,177 | 1,473,738 |

  42. Summary Compensation Table

    | (1) Base salary increases, as applicable, for 2024, 2023, and 2022, became effective on March 1 of each year. Amounts reported reflect the value of base salary earned by each NEO during such years. |

  43. Summary Compensation Table

    | (2) In connection with his hiring as CEO in April 2021, Mr. Chen received a sign-on cash bonus, the final third of which was paid in 2022. In connection with his hiring as CTO in 2022, Mr. Pankaj received a sign-on cash bonus, the final portions of which were received in January and July 2023. |

  44. Summary Compensation Table

    | (3) Amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for time-based RSU awards granted during the designated fiscal year. The assumptions used in valuing these awards are incorporated by reference to Notes 2 and 13 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. Under generally accepted accounting principles, compensation expense with respect to stock awards granted to our employees is generally equal to the grant date fair value of the awards and is recognized over the vesting periods applicable to the awards. |

  45. Summary Compensation Table

    | (4) Amounts reported also reflect the value at the grant date of performance-based RSUs granted in such years based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in valuing these awards are incorporated by reference to Notes 2 and 13 to our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. |

  46. Summary Compensation Table

    On March 15, 2024, the company granted performance-based RSU awards to its NEOs other than the CEO. The CEO received performance-based RSUs granted as part of the annual Long-Term Compensation Program on March 20, 2024. As of the respective grant dates, consistent with the estimates determined as of the respective grant dates under FASB ASC Topic 718, the probable outcome of the performance conditions for these grants was estimated at 50% achievement and as a result, the grant date fair value was 50% of the target grant values. On March 31, 2024, the company granted performance-based RSUs to the CEO as part of a one-time Special CEO Award. As of the grant date, consistent with estimates determined as of the respective grant dates under FASB ASC Topic 718, the probable outcome of the performance conditions for this grant was estimated to be 0% achievement and as a result, the grant date fair value was 0% of the target grant value. The following table sets forth the grant date fair value of the performance-based RSUs granted to the NEOs in 2024 assuming that the highest level of performance conditions will be achieved and the grants vest at their maximum level of 200% of target:

  47. Summary Compensation Table

    | NEO | Maximum Value Performance-Based RSUs – one-time Special CEO Award ($) | Maximum Value Performance-Based RSU Awards 2024 LTCP ($) | | Liren Chen | 5,000,000 | 4,000,000 | | Richard J. Brezski | | 2,100,000 | | Eeva K. Hakoranta | | 2,100,000 | | Rajesh Pankaj | | 2,300,000 | | Joshua D. Schmidt | | 1,500,000 |

  48. Summary Compensation Table

    | (5) Amounts reported reflect the value recognized for financial reporting purposes in accordance with FASB ASC Topic 718. During 2024, the company granted performance-based options to Mr. Chen, as part of the 2024 LTCP and also as part of the Special CEO Award. As of the grant date, consistent with the estimates determined as of the respective grant dates under FASB ASC Topic 718, the probable outcome of the performance conditions for the performance options granted under the 2024 LTCP was estimated at 50% achievement, and therefore the grant date fair value was 50% of the target grant value. The probable outcome of the performance conditions for the performance options granted to the CEO as part of the Special CEO Award was estimated at 0% achievement, and therefore the grant date fair value was 0% of the target grant value. |

  49. Summary Compensation Table

    Assuming that the highest level of performance conditions will be achieved and the grant vests at its maximum level of 200% of target, the grant date fair value of the performance-based stock options granted to Mr. Chen under the 2024 LTCP would be $4,000,000 The weighted-average assumptions underlying this valuation under the Black-Scholes option pricing model are as follows: expected term of 6.49 years; volatility of 31.98%; a risk-free interest rate of 4.23%; and a dividend yield of 1.55%. Assuming that the highest level of performance conditions will be achieved and the grant vests at its maximum level of 200% of target, the grant date fair value of the performance-based stock options granted to Mr. Chen as part of the Special CEO Award would be $5,000,000. The weighted-average assumptions underlying this valuation under the Black-Scholes option pricing model are as follows: expected term of 6.69 years; volatility of 31.53%; a risk-free interest rate of 4.16%; and a dividend yield of 1.51%.

  50. Summary Compensation Table

    | (6) Amounts reported include the value of payouts earned under the company’s 2024 STIP. |

  51. Summary Compensation Table

    | (7) The following table details each component of the “All Other Compensation” column in the Summary Compensation Table for fiscal year 2024: |

  52. Summary Compensation Table

    | NEO | 401(k) Plan Matching Contributions ($)(a) | Supplemental LTD ($)(b) | Deferred Compensation Plan Matching Contributions ($)(c) | Total ($) | | Liren Chen | 10,350 | 5,599 | 40,919 | 56,868 | | Richard J. Brezski | 9,654 | 3,495 | 16,812 | 29,961 | | Eeva K. Hakoranta | | 1,535 | | 1,535 | | Rajesh Pankaj | | 6,327 | | 6,327 | | Joshua D. Schmidt | 10,350 | 3,306 | | 13,656 |

  53. Summary Compensation Table

    | (a) Amounts represent company matching contributions to all employees, including the NEOs, on 50% of the first 6% of the employee’s eligible salary and annual bonus contributed to the 401(k) Plan, up to the maximum amount permitted by the Internal Revenue Service. |

  54. Summary Compensation Table

    | (b) Amounts represent premium amounts paid by the company for supplemental executive long-term disability insurance for the benefit of such NEO. |

  55. Summary Compensation Table

    | (c) Amounts represent company matching contributions made pursuant to the company’s nonqualified deferred compensation plan for NEO contributions. For more information, see “Nonqualified Deferred Compensation.” |

  56. Summary Compensation Table

    | (8) Ms. Hakoranta receives her salary and other cash compensation in euros. 2024 amounts were converted to USD using an exchange rate of 1.0386. |

  57. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table summarizes the grants of (i) cash awards under the STIP and (ii) options (OPT), time-based RSU awards (TRSU) and performance-based RSU awards (PSU), each made to the NEOs during the year ended December 31, 2024. Each of these types of awards is discussed in “Compensation Discussion and Analysis” above.

  58. Grants of Plan-Based Awards in 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4)(5) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Liren Chen | STIP | | 0 | 745,500 | 1,491,000 | | | | | | | | | OPT | 3/20/2024 | | | | 28,153 | 56,306 | 112,612 | | 104.15 | 1,000,000 | | | TRSU | 3/20/2024 | | | | | | | 28,805 | | 3,000,000 | | | PSU | 3/20/2024 | | | | 9,602 | 19,203 | 38,406 | | | 1,000,000 | | Special CEO Award(6) | OPT | 3/31/2024 | | | | 17,175 | 68,700 | 137,400 | | 106.46 | 0 | | | PSU | 3/31/2024 | | | | 5,871 | 23,483 | 46,966 | | | 0 | | Richard J. Brezski | STIP | | 0 | 330,000 | 660,000 | | | | | | | | | TRSU | 3/15/2024 | | | | | | | 10,235 | | 1,050,000 | | | PSU | 3/15/2024 | | | | 5,118 | 10,235 | 20,470 | | | 525,000 | | Eeva K. Hakoranta(7) | STIP | | 0 | 341,250 | 682,500 | | | | | | | | | TRSU | 3/15/2024 | | | | | | | 10,235 | | 1,050,000 | | | PSU | 3/15/2024 | | | | 5,118 | 10,235 | 20,470 | | | 525,000 | | Rajesh Pankaj | STIP | | 0 | 367,500 | 735,000 | | | | | | | | | TRSU | 3/15/2024 | | | | | | | 11,210 | | 1,150,000 | | | PSU | 3/15/2024 | | | | 5,605 | 11,210 | 22,420 | | | 575,000 | | Joshua D. Schmidt | STIP | | 0 | 300,000 | 600,000 | | | | | | | | | TRSU | 3/15/2024 | | | | | | | 7,311 | | 750,000 | | | PSU | 3/15/2024 | | | | 3,656 | 7,311 | 14,622 | | | 375,000 |

  59. Grants of Plan-Based Awards in 2024

    | (1) Amounts reported represent the potential threshold, target and maximum STIP payouts depending on the level of performance achieved under the STIP for fiscal 2024. Such amounts ranged from 0% (if threshold not met for revenue goal) to 200% of the target payout, representing the maximum payout possible under the STIP. For all NEOs, the actual amount earned for fiscal 2024, which is reported in the Summary Compensation Table above, was based on the company’s achievement of the 2024 strategic corporate goals established by the Human Capital Committee and individual performance of the NEO during 2024. |

  60. Grants of Plan-Based Awards in 2024

    | (2) Amounts reported represent the potential threshold, target and maximum number of PSUs the NEO could earn, measured as of the grant date, pursuant to his or her PSU award for the 2024 LTCP. 100% achievement of the performance goal associated with the award results in a 100% payout of the associated target amounts. Goal achievement for performance that falls between the amounts established for threshold, target and maximum achievement is calculated using straight-line interpolation between the target achievement level and the actual achievement level, with a threshold payout of 50% of target and a maximum payout of 200% of target. |

  61. Grants of Plan-Based Awards in 2024

    | (3) Amounts reported represent the potential threshold, target and maximum number of performance-based stock options our CEO could earn, measured as of the grant date. 100% achievement of the performance |

  62. Grants of Plan-Based Awards in 2024

    | goal associated with the award results in a 100% vesting of the associated target number of options. Goal achievement for performance that falls between the amounts established for threshold, target and maximum achievement is calculated using straight-line interpolation between the target achievement level and the actual achievement level, with a threshold vesting of 50% of target and a maximum vesting of 200% of target. |

  63. Grants of Plan-Based Awards in 2024

    | (4) Grant date fair value of RSU awards is determined in accordance with FASB ASC Topic 718. The TRSU awards granted in 2024 are scheduled to vest ratably over a three year period. Amounts reported for PSUs are based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. As of the date of grant, the probable outcome of the performance conditions for the PSUs granted pursuant to the 2024 LTCP was estimated at an expected achievement of 50%, and, as a result, their grant date fair value was 50% of the target grant value. See footnote 4 to the Summary Compensation Table above for the grant date fair value of the PSUs granted to the NEOs in 2024 assuming that the highest level of performance conditions will be achieved and the grants vest at their maximum level of 200% of target. Grant date fair value of the PSUs and performance-based options granted pursuant to the Special CEO Award are based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. As of the grant date the probable outcome of the performance conditions for the Special CEO Award was estimated at an expected achievement of 0%. The terms of the Special CEO Award are described in the “Compensation Discussion and Analysis.” |

  64. Grants of Plan-Based Awards in 2024

    | (5) Grant date fair value of performance-based option awards is determined in accordance with FASB ASC Topic 718. Amounts reported reflect the value at the grant date of the performance-based stock options granted in 2024 based upon the probable outcome of the performance conditions for such awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. As of the date of grant, the probable outcome of the performance conditions for these performance-based options granted pursuant to the 2024 LTCP was estimated at an expected achievement of 50%, and, as a result, their grant date fair value was 50% of the target grant value. See footnote 5 to the Summary Compensation Table above for the grant date fair value of the performance-based stock options granted to Mr. Chen in 2024 assuming that the highest level of performance conditions will be achieved and the grants vest at their maximum level of 200% of target. |

  65. Grants of Plan-Based Awards in 2024

    | (6) Amounts reported represent the potential threshold, target and maximum number of performance-based RSUs and options the CEO could earn, pursuant to the Special CEO Award and measured as of the grant date. The performance based RSUs and options would vest based on achievement of certain revenue milestones achieved over a seven-year period. The threshold is funded upon achievement of the first of six milestones. Upon achievement of the fourth milestone, 100% vesting of the associated target number of RSUs and options would be achieved. Maximum vesting of 200% of target would occur upon achievement of the sixth milestone. |

  66. Grants of Plan-Based Awards in 2024

    | (7) Ms. Hakoranta receives her salary and other cash compensation in euros. Amounts were converted to USD using an exchange rate of 1.0386. |

  67. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table sets forth information concerning outstanding option and stock awards of the NEOs as of December 31, 2024.

  68. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Liren Chen | 4/15/2021 | 79,418 | | 5,530 | 73.15 | 4/15/2031 | | | | | | | 4/15/2021 (new hire) | 301,629 | | | 73.15 | 4/15/2031 | | | | | | | 4/15/2021(7) | | | | | | | | 3,653 | 707,659 | | | 3/15/2022(8) | | | 108,482 | 62.19 | 3/15/2032 | | | | | | | 3/15/2022 | | | | | | 6,213 | 1,203,582 | | | | | 3/15/2022(8) | | | | | | | | 37,278 | 7,221,494 | | | 3/31/2023(9) | | | 31,340 | 72.90 | 3/31/2033 | | | | | | | 3/31/2023 | | | | | | 13,968 | 2,705,881 | | | | | 3/31/2023(9) | | | | | | | | 10,477 | 2,029,604 | | | 3/20/2024(10) | | | 28,153 | 104.15 | 3/20/2034 | | | | | | | 3/20/2024 | | | | | | 29,103 | 5,637,833 | | | | | 3/20/2024(10) | | | | | | | | 9,701 | 1,879,278 | | | 3/31/2024(11) | | | 17,057 | 106.46 | 3/31/2034 | | | | | | | 3/31/2024(11) | | | | | | | | 5,908 | 1,144,498 | | Richard J. Brezski | 3/15/2020(12) | | | | | | | | 2,207 | 427,540 | | | 3/31/2021(7) | | | | | | | | 1,491 | 288,837 | | | 3/15/2022 | | | | | | 3,728 | 722,188 | | | | | 3/15/2022(8) | | | | | | | | 14,911 | 2,888,559 | | | 3/31/2023 | | | | | | 7,055 | 1,366,695 | | | | | 3/31/2023(9) | | | | | | | | 5,292 | 1,025,166 | | | 3/15/2024 | | | | | | 10,341 | 2,003,259 | | | | | 3/15/2024(10) | | | | | | | | 5,170 | 1,001,532 | | Eeva K. Hakoranta | 3/15/2020(12) | | | | | | | | 663 | 128,436 | | | 3/31/2021(7) | | | | | | | | 1,220 | 236,338 | | | 3/15/2022 | | | | | | 3,728 | 722,188 | | | | | 3/15/2022(8) | | | | | | | | 14,911 | 2,888,559 | | | 3/31/2023 | | | | | | 7,055 | 1,366,695 | | | | | 3/31/2023(9) | | | | | | | | 5,292 | 1,025,166 | | | 3/15/2024 | | | | | | 10,341 | 2,003,259 | | | | | 3/15/2024(10) | | | | | | | | 5,170 | 1,001,532 | | Rajesh Pankaj | 8/15/2022 | | | | | | 4,502 | 872,127 | | | | | 8/15/2022(8) | | | | | | | | 18,013 | 3,489,478 | | | 8/15/2022 (new hire) | | | | | | 15,013 | 2,908,318 | | | | | 8/15/2022 (new hire)(8) | | | | | | | | 22,517 | 4,361,993 | | | 3/31/2023 | | | | | | 7,055 | 1,366,695 | | | | | 3/31/2023(9) | | | | | | | | 5,292 | 1,025,166 | | | 3/15/2024 | | | | | | 11,326 | 2,194,073 | | | | | 3/15/2024(10) | | | | | | | | 5,663 | 1,097,036 |

  69. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Joshua D. Schmidt | 3/15/2020(12) | | | | | | | | 129 | 24,990 | | | 3/31/2021(7) | | | | | | | | 608 | 117,782 | | | 3/15/2022 | | | | | | 2,203 | 426,765 | | | | | 3/15/2022(8) | | | | | | | | 8,812 | 1,707,061 | | | 3/31/2023 | | | | | | 4,703 | 911,065 | | | | | 3/31/2023(9) | | | | | | | | 3,528 | 683,444 | | | 3/15/2024 | | | | | | 7,387 | 1,431,010 | | | | | 3/15/2024(10) | | | | | | | | 3,693 | 715,408 |

  70. Outstanding Equity Awards at 2024 Fiscal Year End

    | (1) Amounts reported represent awards of performance-based options as part of Mr. Chen’s new hire compensation package and annual LTCP grant which vested upon the achievement of specified pre-approved milestones or goals. |

  71. Outstanding Equity Awards at 2024 Fiscal Year End

    | (2) Includes threshold, achievement of next specified pre-approved milestone or actual performance, for performance period ending December 31, 2024, number of performance-based options granted for applicable LTCP or Special CEO Award. |

  72. Outstanding Equity Awards at 2024 Fiscal Year End

    | (3) All awards granted are time-based RSUs granted under the LTCP and include outstanding dividend equivalents. All time-based RSUs vest ratably, one third each year on the anniversary of grant date. |

  73. Outstanding Equity Awards at 2024 Fiscal Year End

    | (4) Values reported were determined by multiplying the number of unvested time-based RSUs by $193.72, the closing price of our common stock on December 31, 2024. |

  74. Outstanding Equity Awards at 2024 Fiscal Year End

    | (5) Numbers reported represent the number of performance-based RSUs that would vest upon achievement of threshold performance, achievement of next specified pre-approved milestone or actual achievement pursuant to awards of performance-based RSUs made under the LTCP or as part the Special CEO Award and include dividend equivalents. |

  75. Outstanding Equity Awards at 2024 Fiscal Year End

    | (6) Values reported were determined by multiplying the reported number of unvested performance-based RSUs by $193.72, the closing price of our common stock on December 31, 2024. |

  76. Outstanding Equity Awards at 2024 Fiscal Year End

    | (7) Threshold number of performance-based RSUs granted for the 2021 LTCP which are eligible to vest upon the achievement of the next specified pre-approved milestone, on the 15th of the month following certification by the Human Capital Committee that the milestone goal was achieved, prior to December 31, 2025. |

  77. Outstanding Equity Awards at 2024 Fiscal Year End

    | (8) Number of performance-based options or RSUs granted for the 2022 LTCP eligible to vest at maximum performance. Eligible to vest on March 15, 2025 or 2027, subject to the achievement of pre-approved goals established by the Human Capital Committee measured as of December 31, 2024 or 2026. The Human Capital Committee determined that the goal achievement measured as of December 31, 2024 exceeded maximum, therefore, the maximum number of performance based options and RSUs vested on March 15, 2025. |

  78. Outstanding Equity Awards at 2024 Fiscal Year End

    | (9) Number of performance-based RSUs or options granted for the 2023 LTCP eligible to vest at threshold. Eligible to vest on March 15, 2026, subject to the achievement of pre-approved goals established by the Human Capital Committee measured as of December 31, 2025. |

  79. Outstanding Equity Awards at 2024 Fiscal Year End

    | (10) Number of performance-based RSUs or options granted for the 2024 LTCP eligible to vest at threshold. Eligible to vest on March 15, 2027, subject to the achievement of pre-approved goals established by the Human Capital Committee measured as of December 31, 2026. |

  80. Outstanding Equity Awards at 2024 Fiscal Year End

    | (11) Number of performance-based RSUs or options granted for the Special CEO Award eligible to vest at threshold. Eligible to vest upon the achievement of the next specified pre-approved milestone on the 15th of the month following the certification by the Human Capital Committee that the milestone goal was achieved, prior to December 31, 2030. |

  81. Outstanding Equity Awards at 2024 Fiscal Year End

    | (12) Number of performance-based RSUs granted for the 2020 LTCP eligible to vest upon the achievement of the next specified pre-approved milestone, on the 15th of the month following certification by the Human Capital Committee that the milestone award was achieved, prior to December 31, 2024. |

  82. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth information, on an aggregated basis, concerning stock options exercised and stock awards vested during 2024 for the NEOs.

  83. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Liren Chen | — | — | 89,872 | 11,841,962 | | Richard J. Brezski | | | 24,151 | 2,889,046 | | Eeva K. Hakoranta | — | — | 18,779 | 2,063,323 | | Rajesh Pankaj | — | — | 22,947 | 3,018,671 | | Joshua D. Schmidt | — | — | 10,095 | 1,164,214 |

  84. Option Exercises and Stock Vested in 2024

    | (1) Includes dividend equivalents accrued and paid out in additional shares of common stock upon the vesting of the underlying awards. |

  85. Option Exercises and Stock Vested in 2024

    | (4) Amounts reported represent the number of shares vested multiplied by the closing price of our common stock on the vesting date. |

  86. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation In 2013, the company introduced a nonqualified deferred compensation plan to complement the 401(k) Plan. The IRS imposes limits on the amounts that an employee may contribute annually to a 401(k) Plan account. The deferred compensation plan provides the company’s directors and designated select group of highly compensated employees, including the NEOs, with an opportunity to set aside additional compensation for their retirement. Pursuant to the terms of the deferred compensation plan, each eligible employee may elect to defer base salary and STIP payouts, and non-employee members of the Board may elect to defer Board fees, in each case, on a pre-tax basis and up to a maximum amount selected annually by the Human Capital Committee. An employee participant or director may allocate deferrals to one or more deemed investments under the deferred compensation plan. The amount of earnings (or losses) that accrue to a participant’s account attributable to deferrals depends on the performance of investment alternatives selected by the participant. The deemed investment options are currently similar to those available under the 401(k) Plan. However, a participant’s election of investment alternatives as measuring devices for determining the value of a participant’s account does not represent actual ownership of, or any ownership rights in or to, the investments to which the investment alternatives refer, nor is the company in any way bound or directed to make actual investments corresponding to such deemed investments. The company will not make any matching or discretionary contributions to the accounts of directors. However, the company may, but is not required to, make matching or discretionary contributions in cash to the accounts of employee participants. Any such company contributions are subject to a vesting schedule as determined by the Human Capital Committee. The specific terms for each plan year, including eligible compensation, minimum and maximum deferral amounts (by percentage of compensation) and matching terms, are determined by the Human Capital Committee. Employee participant and director account payment obligations are payable in cash on a date or dates selected by the employee participant or director or upon certain specified events such as termination of employment, death or disability, subject to change in certain specified circumstances. An employee participant or director may elect to defer to a single lump-sum payment of his or her account, or may elect payments over time. For the 2024 plan year, eligible employees could elect to defer from 1% to 40% of their base salary and from 1% to 100% of their STIP. Matching contributions are determined on a combined plan basis taking into account deferred amounts under both the 401(k) Plan and the deferred compensation plan. Deferral elections had to be made by December 31, 2023. For 2024, a participant’s combined match for the 401(k) and deferred compensation plan was 50% of the combined deferrals up to 6% of the participant’s eligible deferrals, and matching contributions under the deferred compensation plan were deemed to be notionally invested in investment alternatives elected by the NEO that are similar to those available to participants in the 401(k) Plan. Matching contributions are made once annually after the end of the year. Matching contributions vest ratably based on years of service of the participant over three years in one-third increments, with the first vesting occurring after one year of service. The following table sets forth the relevant NEO information regarding the deferred compensation plan for 2024.

  87. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Liren Chen | 1,033,228 | 41,369 | 1,682,858 | 24,667 | 8,863,196 | | Richard J. Brezski | 44,000 | 16,566 | 75,010 | 73,460 | 707,846 | | Eeva K. Hakoranta | — | — | — | — | — | | Rajesh Pankaj | — | — | — | — | — | | Joshua D. Schmidt | — | — | — | — | — |

  88. Nonqualified Deferred Compensation

    | (1) Contributions include deferred 2024 salary amounts and deferred 2023 STIP amounts (corresponding to the portion of the 2023 STIP amount paid in 2024). The payouts of the 2024 STIP were not made until 2025. As a result, any deferrals of the 2024 STIP are not reflected in this column. For Messrs. Chen and Brezski, $284,000 and $44,000, respectively, was included in the “Salary” column of the Summary Compensation Table. |

  89. Nonqualified Deferred Compensation

    | (2) For the 2024 plan year, the company matched deferrals up to 50% of the first 6% of the participant’s base salary and annual bonus, determined on a combined plan basis taking into account amounts deferred under both the 401(k) Plan and the deferred compensation plan during the 2024 calendar year. The amounts disclosed in this column reflect matching contributions (made by the company in 2025) for 2024 NEO deferral contributions. Amounts are included in the “All Other Compensation” column of the Summary Compensation Table for fiscal year 2024. |

  90. Nonqualified Deferred Compensation

    | (3) The company does not pay guaranteed, above-market or preferential earnings on deferred compensation. Therefore, the amounts in this column are not included in the Summary Compensation Table. Balances include earnings (losses) credited to the NEO’s account from notional investment alternatives elected by the NEO from alternatives that are similar to those available to participants in the 401(k) Plan. |

  91. Nonqualified Deferred Compensation

    | (4) Aggregate balance consists of employee contributions made in 2013 through 2024, company matching contributions for 2013 through 2024 and notional investment earnings through 2024. |

  92. Nonqualified Deferred Compensation

    Set forth below are the amounts reported in the aggregate balance that were previously reported in the “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns of the Summary Compensation Table for fiscal years 2013 through 2023, in the aggregate:

  93. Nonqualified Deferred Compensation

    | Name | Salary ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | | Liren Chen | 749,323 | 1,951,880 | 3,056,931 | | Richard J. Brezski | 384,112 | 19,500 | 125,597 | | Eeva K. Hakoranta | — | — | — | | Rajesh Pankaj | — | — | — | | Joshua D. Schmidt | — | — | — |

  94. Nonqualified Deferred Compensation

    The deferred compensation plan was implemented in 2013. Therefore, there are no amounts included that were reported as compensation to any NEO prior to 2013.

  95. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  96. InterDigital, Inc. Executive Severance and Change in Control Policy

    | (6) See “Aggregate Balance at Last FYE” column in “Nonqualified Deferred Compensation Table” for amounts payable for all NEOs. If an NEO’s employment terminates with the company for any reason, the NEO would receive a distribution of deferred amounts under the deferred compensation plan, including the vested portion of any company matching or discretionary contributions, in accordance with the NEO’s applicable distribution elections. However, in the event of a termination due to death, the NEO would receive the balance of deferred compensation account in a lump sum as soon as administratively practicable. In the event the NEO is involuntarily terminated by the company for Cause, the NEO would receive the balance of the deferred compensation account in a lump sum within 90 days of the date of termination. In the event of a Change in Control, as defined by the deferred compensation plan, the NEO would receive a distribution of the account balance in a lump sum as soon as administratively practicable, but in no event later than 30 days from the effective date of the Change in Control. |

  97. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The following table reflects the potential payments and benefits that would be provided to each NEO upon: (i) Resignation or Retirement; (ii) resignation by Mr. Chen or Ms. Hakoranta for Good Reason unrelated to a Change in Control; (iii) termination due to disability or death; (iv) termination without Cause; (v) Change in Control of the company without a termination; and (vi) termination by the company without Cause or by Mr. Chen within two years of a Change in Control or by an NEO for Good Reason within one year of a Change in Control of the company. The amounts shown assume that the termination (or the Change in Control in the case of (v)) was effective as of December 31, 2024, and the price per share used to calculate the value of the company’s stock awards was $193.72, the per share closing market price of our common stock on December 31, 2024. The amounts reflected are estimates of the amounts that would have been paid to the NEOs upon their termination pursuant to existing terms in place on December 31, 2024. In addition, note that the tables below do not take into account the cutback provision described above under “Termination Scenarios — Taxes.” As a result, the actual amounts paid could be lower than what is presented. The actual amounts to be paid can be determined only at the time the events described above actually occur.

  98. Potential Payments upon Termination or Change in Control

    | | Voluntary Termination / Retirement | Resignation for Good Reason | Termination w/o Cause | Death or Disability | Change in Control (w/o Termination) | Change in Control (termination or resignation for Good Reason) | | Lawrence Chen | | | | | | | | Severance | — | 1,420,000(1) | 1,420,000(1) | — | — | 1,420,000(2) | | STIP | — | — | — | — | — | 1,491,000(3) | | Life, Health & Other Benefits | — | 25,581(4) | 25,581 | 750,000/20,000(5) | — | 34,108(6) | | LTCP | — | 24,241,257(7) | 24,241,257 | 24,241,257 | — | 71,699,479(8) | | Deferred Compensation Plan | 8,863,196(9) | 8,863,196 | 8,863,196 | 8,863,196 | 8,863,196 | 8,863,196 | | Richard Brezski | | | | | | | | Severance | — | — | 660,000(10) | — | — | 880,000(11) | | STIP | — | — | — | — | — | 330,000(3) | | Life, Health & Other Benefits | — | — | 28,589(12) | 660,000/20,000(5) | — | 57,179(6) | | LTCP | — | — | 4,694,260(13) | 4,694,260 | — | 13,228,607(14) | | Deferred Compensation Plan | 707,846(9) | 707,846 | 707,846 | 707,846 | 707,846 | 707,846 | | Eeva K. Hakoranta | | | | | | | | Severance | — | 640,646 | 640,646 | | — | 854,194 | | STIP | — | 320,323(15) | 320,323(15) | | — | 320,323(3) | | Life, Health & Other Benefits | — | 4,545(16) | 4,545 | 9,350(17) | — | 9,090(16) | | LTCP | — | 4,694,260(13) | 4,694,260 | 4,694,260 | | 13,202,455(14) | | Deferred Compensation Plan | — | — | — | — | — | — | | Rajesh Pankaj | | | | | | | | Severance | — | — | 735,000(10) | | — | 980,000(11) | | STIP | — | — | — | — | — | 367,500(3) | | Life, Health & Other Benefits | — | — | 31,792(12) | 735,000/20,000(5) | — | 63,583(6) | | LTCP | — | — | 10,607,546(13) | 10,607,546 | | 21,487,361(14) | | Deferred Compensation Plan | — | — | — | — | — | — |

  99. Potential Payments upon Termination or Change in Control

    | | Voluntary Termination / Retirement | Resignation for Good Reason | Termination w/o Cause | Death or Disability | Change in Control (w/o Termination) | Change in Control (termination or resignation for Good Reason) | | Joshua D. Schmidt | | | | | | | | Severance | — | — | 600,000(10) | | — | 800,000(11) | | STIP | — | — | | | — | 300,000(3) | | Life, Health & Other Benefits | — | — | 9,479(12) | 600,000/20,000(5) | — | 18,957(6) | | LTCP | — | — | 2,901,752(13) | 2,901,752 | — | 8,695,746(14) |

  100. Potential Payments upon Termination or Change in Control

    | (1) The amount represents a cash severance payment equal to 200% of Mr. Chen’s base salary in the case of resignation for Good Reason or termination without Cause, per the Terms of the Executive Severance Policy. |

  101. Potential Payments upon Termination or Change in Control

    | (2) The amount represents a cash severance payment equal to two times the sum of Mr. Chen’s base salary in case of termination within twenty-four months of a Change in Control per the terms of the Executive Severance Policy. |

  102. Potential Payments upon Termination or Change in Control

    | (3) The amount represents the NEO’s STIP paid out at target (or in the case of Mr. Chen at 200% of target) for resignation for Good Reason or termination without Cause within 12 months of a Change in Control (or in the case of Mr. Chen, 24 months). |

  103. Potential Payments upon Termination or Change in Control

    | (4) The amount represents the value of health coverage pursuant to COBRA for a period of 18 months after termination on terms and conditions comparable to those most recently provided to Mr. Chen as of December 31, 2024, pursuant to the Executive Severance Policy. |

  104. Potential Payments upon Termination or Change in Control

    | (5) The amount represents the payment prescribed under our basic term life insurance program calculated as follows: 1.5 times base salary, up to a maximum of $750,000 and the monthly benefit that would become payable under our executive long term disability plan in the event of termination due to disability on December 31, 2024, calculated as follows: 60% of NEO’s monthly earnings (i.e., pre-tax base salary and annual bonus), up to $10,000, and a supplemental monthly payment of up to $10,000. Monthly benefits would be payable until the earlier of (a) the date NEO ceases to be totally disabled or (b) NEO’s 65th birthday. |

  105. Potential Payments upon Termination or Change in Control

    | (6) The amount represents the value of health coverage pursuant to COBRA for a period of 24 months after termination on terms and conditions comparable to those most recently provided to the NEO as of December 31, 2024, pursuant to the Executive Severance Policy. |

  106. Potential Payments upon Termination or Change in Control

    | (7) This amount represents the value, at December 31, 2024, of the Mr. Chen’s outstanding performance-based RSUs and options granted for the 2022 LTCP cycle and time-based RSUs granted for the 2022, 2023 and 2024 LTCP cycles that would vest upon termination after resignation for good reason or due to disability, death or termination by the company without Cause. Pursuant to the terms of the awards, Mr. Chen would forfeit eligibility to receive any payout of performance-based RSUs or options granted for the 2021, 2023 and 2024 LTCP since a termination on December 31, 2024, would not be in the final year of the applicable performance periods. For time-based RSU awards, the amounts were prorated based on the portion of the vesting period that would have transpired prior to cessation of employment. For the performance-based RSU and option awards granted for the 2022 LTCP (the performance period for which ended December 31, 2024), the amount reflects the actual payout of 200% of target for the 2022 LTCP (based on actual performance over the performance period) prorated based on the portion of the vesting period that would have transpired prior to cessation of employment. All RSU amounts include accrued dividend equivalents, which are paid out in the form of additional shares of common stock at the time, and only to the extent, that the awards vest. |

  107. Potential Payments upon Termination or Change in Control

    | (8) This amount represents the value, at December 31, 2024, of Mr. Chen’s unvested time-based RSUs and performance-based RSU and option awards granted for the 2021, 2022, 2023 and 2024 LTCPs that would vest upon termination (by us without Cause or by the NEO for Good Reason) within twenty four months following a Change in Control. All performance-based RSU and option awards would be paid out at the greater of target or actual performance. All RSU amounts include accrued dividend equivalents, which are paid out in the form of additional shares of common stock at the time, and only to the extent, that the awards vest. |

  108. Potential Payments upon Termination or Change in Control

    | (9) This amount represents the balance, at December 31, 2024, of the NEOs deferred compensation plan account (including matching contributions), which is payable (a) upon retirement, disability or his voluntary termination of employment with the company for any reason pursuant to the NEO’s deferral elections, (b) upon death, in a lump sum as soon as administratively practicable following his death, (c) upon an |

  109. Potential Payments upon Termination or Change in Control

    | involuntary termination by the company, in a lump sum within 90 days of the date of termination and (d) upon a Change in control, in a lump sum as soon as administratively practicable, but in no event later than 30 days from the effective date of the Change in control. |

  110. Potential Payments upon Termination or Change in Control

    | (10) The amount represents cash payments under our Executive Severance Policy equal to 1.5 times an NEO’s base salary. |

  111. Potential Payments upon Termination or Change in Control

    | (11) The amount represents cash payments under our Executive Severance Policy equal to two times an NEO’s base salary. |

  112. Potential Payments upon Termination or Change in Control

    | (12) The amount represents the value of health coverage pursuant to COBRA for a period of 12 months after termination on terms and conditions comparable to those most recently provided to NEO as of December 31, 2024 pursuant to the Executive Severance Policy. |

  113. Potential Payments upon Termination or Change in Control

    | (13) This amount represents the value, at December 31, 2024, of the NEO’s outstanding performance-based RSUs granted for the 2022 LTCP cycle and time-based RSUs granted for the 2022, 2023 and 2024 LTCP cycles that would vest upon termination due to disability, death or termination by the company without Cause. Pursuant to the terms of the awards, the NEO would forfeit eligibility to receive any payout of performance-based RSUs granted for the 2021, 2023 and 2024 LTCP since a termination on December 31, 2024, would not be in the final year of the applicable performance periods. For time-based RSU awards, the amounts were prorated based on the portion of the vesting period that would have transpired prior to cessation of employment. For the performance-based RSU award granted for the 2022 LTCP (the performance period for which ended December 31, 2024), the amount reflects the actual payout of 200% of target for the 2022 LTCP (based on actual performance over the performance period) prorated based on the portion of the vesting period that would have transpired prior to cessation of employment. All RSU amounts include accrued dividend equivalents, which are paid out in the form of additional shares of common stock at the time, and only to the extent, that the awards vest. |

  114. Potential Payments upon Termination or Change in Control

    | (14) This amount represents the value, at December 31, 2024, of the NEO’s unvested time-based RSUs and performance-based RSUs awards granted for the 2021, 2022, 2023 and 2024 LTCPs that would vest upon termination (by us without Cause or by the NEO for Good Reason) within one year following a Change in Control. All performance-based RSU awards would be paid out at the greater of target or actual performance. All RSU amounts include accrued dividend equivalents, which are paid out in the form of additional shares of common stock at the time, and only to the extent, that the awards vest. |

  115. Potential Payments upon Termination or Change in Control

    | (15) This amount represents the pro-rata STIP payment that would be paid out upon resignation for Good Reason or termination without cause, pursuant to the terms of Ms. Hakoranta’s employment agreement. |

  116. Potential Payments upon Termination or Change in Control

    | (16) This amount represents the annual cost of business travel insurance, health insurance and statutory group insurances which would be paid for 12 months upon termination without Cause or for 24 months upon termination without Cause or resignation for Good Reason within 12 months after a Change in Control. |

  117. Potential Payments upon Termination or Change in Control

    | (17) This amount represents the statutory group life insurance benefit for which employees in Finland are entitled. |

  118. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain company performance metrics for the fiscal years listed below. You should refer to our CD&A in this proxy statement for a complete description of how executive compensation relates to company performance and how the Human Capital Committee makes its decisions.

  119. Pay Versus Performance

    | | | | | | | | Year-end value of $100 invested on 12/31/2019 in: | | | | | | Year | Summary Compensation Table Total for Liren Chen(1) $ | Summary Compensation Table Total for William Merritt(2) $ | Compensation Actually Paid to Liren Chen(1)(3)(4)(5) $ | Compensation Actually Paid to William Merritt(2)(3)(4)(5) $ | Average Summary Compensation Table Total for Non-CEO NEOs(6) $ | Average Compensation Actually Paid to Non-CEO NEOs(3)(4)(5)(6) $ | IDCC $ | Nasdaq Telecommuni- cations Total Shareholder Return $ | Net Income (in millions) $ | Adjusted EBITDA(7) (in millions) $ | Revenue (in millions) $ | | 2024 | 7,258,318 | 0 | 88,835,965 | 0 | 2,599,972 | 10,931,385 | 394.45 | 103.21 | 358.6 | 511.0 | 868.5 | | 2023 | 4,773,160 | 0 | 20,846,309 | 0 | 1,951,371 | 4,854,811 | 217.89 | 90.96 | 214.1 | 345.2 | 549.6 | | 2022 | 4,824,787 | 0 | 8,473,818 | 0 | 2,660,110 | 3,432,926 | 97.43 | 82.21 | 93.7 | 254.5 | 457.8 | | 2021 | 10,824,838 | 1,570,440 | 19,400,708 | (711,223) | 1,426,410 | 2,407,304 | 137.72 | 112.44 | 55.3 | 208.0 | 425.4 | | 2020 | 0 | 2,642,504 | 0 | 3,740,057 | 1,218,153 | 1,067,958 | 114.30 | 110.08 | 44.8 | 155.3 | 359.0 |

  120. Pay Versus Performance

    | (1) Liren Chen became CEO of the company on April 5, 2021. |

  121. Pay Versus Performance

    | (2) William Merritt served as CEO until his retirement on April 5, 2021. |

  122. Pay Versus Performance

    | (3) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |

  123. Pay Versus Performance

    | | 2024 | | 2023 | | | | Liren Chen | Average Non-CEO NEOs | Liren Chen | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $7,258,318 | $2,599,972 | $4,773,160 | $1,951,371 | | Adjustments for Pension | | | | | | Adjustment Summary Compensation Table Pension | $— | $— | $— | $— | | Amount added for current year service cost | $— | $— | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | $— | $— | | Total Adjustments for Pension | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(5,000,000) | $(1,500,000) | $(3,000,000) | $(1,389,000) | | Year-end fair value of unvested awards granted in the current year | $33,316,224 | $3,088,567 | $3,746,424 | $1,132,367 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $37,138,400 | $6,302,507 | $9,099,191 | $2,496,089 | | Fair values at vest date for awards granted and vested in current year | | | $— | $21,016 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $16,123,023 | $440,340 | $6,227,534 | $642,967 | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $81,577,647 | $8,331,414 | $16,073,149 | $2,904,339 | | Compensation Actually Paid (as calculated) | $88,835,965 | $10,931,385 | $20,846,309 | $4,854,811 |

  124. Pay Versus Performance

    | | 2022 | | 2021 | | | 2020 | | | | Liren Chen | Average Non-CEO NEOs | Liren Chen | William Merritt | Average Non-CEO NEOs | William Merritt | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $4,824,787 | $2,660,110 | $10,824,838 | $1,570,440 | $1,426,410 | $2,642,504 | $1,218,153 | | Adjustments for Pension | | | | | | | | | Adjustment Summary Compensation Table Pension | $— | $— | $— | $— | $— | $— | $— | | Amount added for current year service cost | $— | $— | $— | $— | $— | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Pension | $— | $— | $— | $— | $— | $— | $— | | Adjustments for Equity Awards | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(2,200,025) | $(1,575,024) | $(5,219,984) | $— | $(637,515) | $(1,083,348) | $(397,237) | | Year-end fair value of unvested awards granted in the current year | $5,249,160 | $1,866,893 | $7,850,314 | $— | $907,588 | $2,102,469 | $558,750 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $783,791 | $532,141 | $— | $(1,601,770) | $623,362 | $611,174 | $(569,990) | | Fair values at vest date for awards granted and vested in current year | $— | | $5,945,540 | $— | $— | $681,993 | $475,054 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(183,895) | $(51,194) | $— | $(679,893) | $87,459 | $(1,214,735) | $(216,773) | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | $— | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $3,649,031 | $772,816 | $8,575,870 | $(2,281,663) | $980,894 | $1,097,553 | $(150,195) | | Compensation Actually Paid (as calculated) | $8,473,818 | $3,432,926 | $19,400,708 | $(711,223) | $2,407,304 | $3,740,057 | $1,067,958 |

  125. Pay Versus Performance

    | (4) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: |

  126. Pay Versus Performance

    | • | Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date. |

  127. Pay Versus Performance

    | • | Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. |

  128. Pay Versus Performance

    | • | Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. |

  129. Pay Versus Performance

    | • | Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. |

  130. Pay Versus Performance

    | • | Represents annual dividend yield on each vest/FYE date. |

  131. Pay Versus Performance

    | (5) Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date, except for adjusting for expected performance of performance-based RSUs at each measurement date. |

  132. Pay Versus Performance

    | (6) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |

  133. Pay Versus Performance

    2024: Richard Brezski; Eeva Hakoranta; Rajesh Pankaj; Joshua Schmidt 2023: Richard Brezski; Eric Cohen, Eeva Hakoranta; Rajesh Pankaj; Joshua Schmidt 2022: Richard Brezski; Eric Cohen; Eeva Hakoranta; Rajesh Pankaj 2021: Richard Brezski; Eric Cohen; Eeva Hakoranta; Henry Tirri 2020: Richard Brezski; Richard Gulino; Kai Öistämö

  134. Pay Versus Performance

    | (7) Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for an explanation of this metric and a detailed reconciliation to the most directly comparable GAAP measure. |

  135. Presented in the Pay Versus Performance Table

    Presented in the Pay Versus Performance Table The illustrations below compare CAP (as calculated in accordance with the SEC rules) and the following measures:

  136. Presented in the Pay Versus Performance Table

    | • | the company’s cumulative TSR and the Nasdaq Telecommunications Index’s cumulative TSR; |

  137. Presented in the Pay Versus Performance Table

    | • | the company’s net income; |

  138. Presented in the Pay Versus Performance Table

    | • | the company’s adjusted EBITDA; and |

  139. Presented in the Pay Versus Performance Table

    | • | the company’s revenue. |

  140. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform. The Human Capital Committee monitors the relationship between the pay of our executive officers and the pay of our non-executive employees. The Human Capital Committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2023 to that of the median of all other employees for that same period. There were no significant changes to our global employee population in 2024 that would result in a significant change to our pay ratio disclosure, therefore, we will be using the same median employee to calculate this year’s ratio. Our CEO’s total 2024 compensation, as set forth in the Summary Compensation Table above, was $7,258,318. The median employee’s total 2024 compensation was approximately $188,345, making our CEO’s pay in 2024 approximately 39 times the pay of our median employee. The pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The median employee was identified in by determining the compensation for each employee using the following consistently applied compensation measures:

  141. Chief Executive Officer Pay Ratio

    | • | Annual Salary for fiscal year; |

  142. Chief Executive Officer Pay Ratio

    | • | Annual incentive bonus target (i.e., STIP award); and |

  143. Chief Executive Officer Pay Ratio

    | • | Grant date fair value of equity awards (or long-term cash compensation award) granted during fiscal year. |

  144. Chief Executive Officer Pay Ratio

    Our calculation includes all employees in the United States, Belgium, Canada, China, Finland, France and United Kingdom, as of December 31, 2024. We applied U.S. exchange rates to the compensation elements paid in non-U.S. dollars.

  145. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own? The following table sets forth information regarding the beneficial ownership of the 25,976,136 shares of our common stock outstanding as of March 31, 2025, except as otherwise indicated below, by each person who is known to us, based upon filings with the SEC, to beneficially own more than 5% of our common stock, as well as by each director, each director nominee, each NEO and all directors and executive officers as of the date of this proxy statement as a group. Except as otherwise indicated below and subject to the interests of spouses of the named beneficial owners, each named beneficial owner has sole voting and sole investment power with respect to the stock listed. None of the shares reported are currently pledged as security for any outstanding loan or indebtedness. If a shareholder holds options or other securities that are exercisable or otherwise convertible into our common stock within 60 days of March 31, 2025, pursuant to SEC rules, we treat the common stock underlying those securities as beneficially owned by that shareholder, and as outstanding shares when we calculate that shareholder’s percentage ownership of our common stock. However, pursuant to SEC rules, we do not consider that common stock to be outstanding when we calculate the percentage ownership of any other shareholder.

  146. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | | Common Stock | | | Name | Shares | Percent of Class | | Directors and Director Nominees: | | | | Derek Aberle | 5,153 | * | | Samir Armaly | 2,176 | * | | Joan H. Gillman(1) | 2,341 | * | | S. Douglas Hutcheson(1) | — | — | | John A. Kritzmacher | 18,513 | * | | John D. Markley, Jr. | 8,225 | * | | Jean F. Rankin | 26,228 | * | | Named Executive Officers: | | | | Richard J. Brezski(2) | 68,447 | * | | Liren Chen(3) | 532,298 | 2.0% | | Eeva K. Hakoranta | 20,030 | * | | Rajesh Pankaj | 40,794 | * | | Josh Schmidt | 17,036 | * | | All directors, director nominees and executive officers as a group (12 persons)(4) | 741,241 | 2.8% | | Greater Than 5% Shareholders: | | | | BlackRock, Inc.(5) | 4,390,364 | 16.9% | | 50 Hudson Yards New York, New York 10001 | | | | The Vanguard Group(6) | 3,217,502 | 12.4% | | 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | | | | Boston Partners(7) | 1,415,765 | 5.5% | | One Beacon Street, 30th Floor Boston, Massachusetts 02108 | | |

  147. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | * Represents less than 1% of our outstanding common stock. |

  148. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | (1) Does not include shares of common stock that have vested but have been deferred. |

  149. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | (2) Includes 1,958 shares of common stock beneficially owned by Mr. Brezski through participation in the 401(k) Plan, as of the most recently published account statement provided by the plan administrator. |

  150. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | (3) Includes 389,529 shares of common stock that Mr. Chen has the right to acquire through the exercise of stock options. In addition to serving as our CEO, Mr. Chen is a current member of the board of directors and a director nominee. |

  151. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | (4) Includes: 389,529 shares of common stock that all directors, director nominees and executive officers as a group have the right to acquire through the exercise of stock options and 1,958 shares of common stock beneficially owned by all directors, director nominees and executive officers as a group through participation in the 401(k) Plan. |

  152. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | (5) As of December 31, 2023, based on information contained in the Schedule 13G/A filed on January 22, 2024 by BlackRock, Inc. With respect to the shares beneficially owned, BlackRock, Inc. reported that it has sole voting power with respect to 4,358,711 shares and sole dispositive power with respect to 4,390,364 shares. |

  153. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | (6) As of December 29, 2023, based on information contained in the Schedule 13G/A filed on February 13, 2024 by The Vanguard Group. With respect to the shares beneficially owned, the Vanguard Group reported that it has shared voting power with respect to 48,864 shares, sole dispositive power with respect to 3,139,952 shares and shared dispositive power with respect to 77,550 shares. |

  154. How many shares of the company’s common stock do the directors, director nominees, executive officers and certain significant shareholders own?

    | (7) As of September 30, 2024, based on information contained in the Schedule 13G filed on November 14, 2024 by Boston Partners. With respect to the shares beneficially owned, Boston Partners reported that it has sole voting power with respect to 1,306,770 shares and sole dispositive power with respect to 1,415,765 shares. |

  155. Indemnification of Directors and Officers; Director Indemnity Agreements

    Indemnification of Directors and Officers; Director Indemnity Agreements We have Indemnification Agreements with certain of our directors and officers. Each Indemnification Agreement provides, among other things, that the company will, to the extent permitted by applicable law, indemnify each indemnitee if, by reason of such indemnitee’s status as a director or officer of the company, such indemnitee was, is or is threatened to be made a party to any proceeding, whether of a civil, criminal, arbitrational, administrative or investigative nature, against all expenses related thereto, including judgments, fines, penalties, excise taxes, interest and amounts paid in settlement and incurred by such indemnitee in connection with such proceeding, including attorneys’ fees). In addition, each of the Indemnification Agreements provides for the advancement of expenses incurred by the indemnitee in connection with any proceeding covered by the agreement, subject to certain exceptions. None of the Indemnification Agreements precludes any other rights to indemnification or advancement of expenses to which the indemnitee may be entitled, including but not limited to, any rights arising under our governing documents, any agreement, board action or applicable law.