DEF 14A of Adeia Inc., Mar 25, 2026

DEF 14A of Adeia Inc.

Filed Mar 25, 2026 · FY20250001193125-26-124075

Open on EDGAR

  1. Proposal 1 – Election of Directors

    Proposal 1 – Election of Directors The Company has adopted a majority vote standard for non-contested director elections and a plurality vote standard for contested director elections. The voting standard is discussed further under the section entitled “Proposal No. 1 – Election of Directors – Required Vote and Board’s Recommendation.” Brokers do not have discretionary authority to vote on this proposal. Abstentions and broker non-votes will not be counted as a vote “For” or “Against” and will not have an effect on the outcome of the vote.

  2. Board Nominees

    Board Nominees The Board has nominated seven (7) individuals for election as directors.

  3. Board Nominees

    | Name | Age | Director Since (1) | Experience/Qualification | Independent | | Independent Committee Memberships | Other Current Board Memberships | | | | | | Yes | No | | | | Paul E. Davis | 51 | 2022 | • Chief Executive Officer and Chief Legal Officer expertise • Extensive experience in semiconductors, digital media and entertainment • Extensive IP licensing experience | | ✓ | • None | • None | | V. Sue Molina | 77 | 2022 | • Extensive experience in public accounting • Extensive experience in auditing and tax | ✓ | | • Audit Committee Chair | • Samba TV, Inc. (private) | | Daniel Moloney | 66 | 2020 | • Extensive executive management, leadership and technological expertise and experience • Extensive experience in telecommunications, technology and technology-enabled business service | ✓ | | • Compensation Committee | • None | | Tonia O’Connor | 56 | 2021 | • Extensive executive management, sales, marketing and business development experience • Extensive experience in the media and IP industries | ✓ | | • Compensation Committee Chair • Nominating and Corporate Governance Committee | • Strive International (private) • Syracuse University Board of Trustees (private) | | Adam Rymer | 50 | 2023 | • Extensive executive management, leadership and strategy experience • Extensive experience in the media, technology and entertainment industries | ✓ | | • Audit Committee | • Fathom Entertainment (private) | | Phyllis Turner-Brim | 61 | 2023 | • Extensive executive management, leadership and legal experience • Extensive experience in IP licensing | ✓ | | • Compensation Committee • Nominating and Corporate Governance Committee Chair | • Houston Area Urban League (private) • Intellectual Property Owners Education Foundation (private) |

  4. Board Nominees

    | Name | Age | Director Since (1) | Experience/Qualification | Independent | | Independent Committee Memberships | Other Current Board Memberships | | | | | | Yes | No | | | | | | | | | | | • YMCA of Houston, TX (private) | | Sandeep Vij | 60 | 2025 | • Public company Chief Executive Officer experience • Extensive executive management, patent licensing, semiconductor and technology industry expertise and experience • Extensive public company board director experience | ✓ | | • Audit Committee • Nominating and Corporate Governance Committee | • Coherent Corp.(NYSE: COHR) • KlearNow.AI (private) • Kinetica (private) |

  5. Board Nominees

    (1) Includes board service with legacy Xperi Holding Corporation.

  6. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The Board has nominated the seven (7) individuals identified under “Director Nominees” below for election as directors, all of whom are currently directors of the Company. Each of the nominees has agreed to be named in this proxy statement and to serve as a director if elected. Our Board is currently comprised of seven (7) members. Directors are elected at each annual meeting and hold office until their successors are duly elected and qualified at the next annual meeting. In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the seven (7) nominees designated below to serve until the 2027 Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified.

  7. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  8. DIRECTOR NOMINEES

    | | Paul E. Davis Director Since 2022 Age 51 | | Skills and Qualifications: • Public company executive • Extensive experience in semiconductors, digital media and entertainment • Extensive experience in mergers and acquisitions, corporate securities matters and corporate governance • B.A in history and political science from the University of California, San Diego • J.D. from the University of California, Hastings College of Law | | | Current Directorships: • None | | | Past Directorships: • None | | | Current Adeia Committee Assignments: • None | | | Paul E. Davis is our Chief Executive Officer and has served as a member of our Board since October of 2022. Mr. Davis previously served as the Chief Legal Officer and President of our IP Licensing business. Mr. Davis also served as General Counsel and Corporate Secretary of Xperi Corporation, the predecessor to Xperi Holding Corporation, prior to the merger with TiVo Corporation in 2020. Mr. Davis joined the Company in 2011 and in 2013 was promoted to Senior Vice President, General Counsel and Corporate Secretary of Tessera Technologies, Inc., the predecessor to Xperi Corporation before the acquisition of DTS, Inc. in 2016. Before joining the Company, Mr. Davis was an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where his practice focused on mergers and acquisitions, corporate securities matters and corporate governance. Mr. Davis holds a B.A. in history and political science from the University of California, San Diego and a J.D. from the University of California, Hastings College of Law. The Board believes that Mr. Davis brings extensive legal, intellectual property, technological, and strategic expertise, given his experience as both a public company executive and an attorney, to his role as a member of the Board. | |

  9. DIRECTOR NOMINEES

    | | V. Sue Molina Director Since 2022 Age 77 | | Skills and Qualifications: • Public company executive • Extensive experience in public accounting and finance • Extensive experience in auditing and tax • Financial leadership and executive operational experience • B.S. in Business Administration from the University of Arizona • Masters in Accounting from the University of Arizona | | | Current Directorships: • Samba TV, Inc. (private) | | | Past Directorships: • DTS, Inc. • Xperi Corporation • Vital Voices Global Partnership (private) | | | Current Adeia Committee Assignments: • Audit Committee Chair | | | V. Sue Molina has served as a member of our Board since October 2022 and is the Chair of the Audit Committee. Ms. Molina previously served as a member of the Board of Directors of DTS, Inc. from January 2008 to December 2016 and Xperi Corporation from February 2018 to May 2020. Until 2004, Ms. Molina worked in public accounting for 27 years and was a Partner at both Ernst & Young and Deloitte & Touche. While at Deloitte, Ms. Molina was the National Partner in charge of the Initiative for the Retention and Advancement of Women. Ms. Molina holds a B.S. in business administration and an M.A. in accounting from the University of Arizona. The Board believes that Ms. Molina brings extensive public accounting and audit expertise, given her years of experience as a partner at both Ernst & Young and Deloitte & Touche, to her role as a member of the Board. | |

  10. DIRECTOR NOMINEES

    | | Daniel Moloney Director Since 2020 Age 66 | | Skills and Qualifications: • Public and private company executive • Extensive experience in telecommunications, technology and technology-enabled business service industries • B.S. in electrical engineering from the University of Michigan • M.B.A. from the University of Chicago | | | Current Directorships: • None | | | Past Directorships: • Digital River (private) • TiVo Corporation • Polycom (private) • Stratus (private) • Plantronics, Inc. (dba Poly) | | | Current Adeia Committee Assignments: • Compensation Committee Member | | | Daniel Moloney serves as the Chairman of our Board and is a member of the Compensation Committee. Mr. Moloney has served as a member of our Board since June 2020. Prior to that, Mr. Moloney served as a member of the Board of Directors of TiVo Corporation, the predecessor to Xperi Holding Corporation, from September 2013 to June 2020. Mr. Moloney is currently a co-founder at AlphaSpan Capital, a venture growth investment platform providing scale-up capital to high-growth companies in the physical AI market. From September 2024 to December 2025, he was a Senior Advisor at GiantLeap Capital, a growth equity firm and spent the prior 10 years with Siris Capital as an Executive Partner / Advisor. Prior to Siris, Mr. Moloney served as the President of Motorola Mobility, Inc., a leading provider of innovative technologies, products and services for the mobile and cable/wireline industries. Mr. Moloney has almost 30 years of senior executive management, leadership and technological expertise and experience. Prior to Motorola Mobility being spun out of Motorola in early 2011, Mr. Moloney served as the President of the Home & Networks Mobility business within Motorola. Mr. Moloney joined Motorola as part of their acquisition of General Instrument in 2000, where he served in various leadership roles. Mr. Moloney holds a B.A. in electrical engineering from the University of Michigan and an M.B.A from the University of Chicago Booth School of Business. The Board believes that Mr. Moloney brings extensive senior executive management, strategic and operational oversight, technological expertise and experience in telecommunications, technology and technology-enabled business service industries, to his role as a member of the Board. | |

  11. DIRECTOR NOMINEES

    | | Tonia O’Connor Director Since 2021 Age 56 | | Skills and Qualifications: • Public and private company executive • Extensive sales and marketing experience • Extensive experience across the media and IP industries • Dual Degree, B.A. in broadcast journalism and international relations from Syracuse University | | | Current Directorships: • Syracuse University Board of Trustees (private) • Strive International (private) | | | Past Directorships: • fuboTV (NYSE: FUBO) • BetterSpace (private) • GoldieBlox (private) • El Rey Network (private) | | | Current Adeia Committee Assignments: • Compensation Committee Chair • Nominating and Corporate Governance Committee Member | | | Tonia O’Connor serves as a member of our Board and is the Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Ms. O’Connor has served as a member of our Board since December 2021. Currently, Ms. O’Connor is the co-founder of The Kite, a leadership development venture that helps organizations achieve growth ambitions. Previously, Ms. O’Connor was the Chief Executive Officer of Tone It Up, a plant based, nutritional products company, a position she held from 2021 to 2023. Prior to joining Tone It Up, Ms. O’Connor served as the CEO of Chopra Global from 2019 to 2021 and the President and Chief Revenue Officer at Univision Communications, Inc. from 2008 to 2018. Prior to Univision, Ms. O’Connor held leadership roles at News Corp’s Gemstar. Ms. O’Connor also currently serves on Syracuse University’s Board of Trustees, where she is a member of the Athletics, Academic Affairs and Advancement & External Affairs Committees, and the national board of STRIVE, a Harlem-based nonprofit organization. Ms. O’Connor previously served on the boards of BetterSpace from 2023 to 2025, fuboTV from 2015 to 2018, GoldieBlox from 2018 to 2020, and El Rey Network from 2013 to 2018. Ms. O’Connor holds a dual degree from Syracuse University in broadcast journalism from the S.I. Newhouse School and international relations from the Maxwell School of Citizenship and Public Affairs. The Board believes that Ms. O’Connor brings extensive expertise in executive and financial management, sales and marketing within the broader media and IP industries. | |

  12. DIRECTOR NOMINEES

    | | Adam Rymer Director Since 2023 Age 50 | | Skills and Qualifications: • Extensive experience in the media, entertainment and technology industries • B.A. in applied mathematics and economics from Harvard University • M.B.A. from The Wharton School | | | Current Directorships: • Fathom Entertainment (private) | | | Past Directorships: • USA Volleyball National Governing Body (private, not-for-profit) | | | Current Adeia Committee Assignments: • Audit Committee Member | | | Adam Rymer serves as a member of our Board and a member of the Audit Committee. Mr. Rymer has served as a member of our Board since August 2023. Mr. Rymer is currently the Chief Commercial Officer of Regal Cinemas, a position he has held since February 2025. Prior to that, from 2019 to 2025, Mr. Rymer was the President of Reason Advisory, a consultancy firm focused on the media, entertainment and technology sectors, conducting extensive work on the future of consumer behavior, evolving business models and technology adoption. Previously, Mr. Rymer served as the Chief Product Officer of ProbablyMonsters, an independent video game developer. Prior to that, Mr. Rymer was the Chief Executive Officer of OpTic Gaming/Envy Gaming, where he was responsible for the company’s growth strategy from a leading global gaming and lifestyle organization into an industry leading media and entertainment platform. Prior to OpTic he was the President of Legendary Entertainment's Digital Networks Group. He was also the Co-Founder, Chief Financial Officer and Chief Operating Officer of Lava Bear Films, a film financing and production company. Mr. Rymer began his career in the film industry with Universal Studios Motion Picture Group, where he held multiple roles including Senior Vice President of Digital Platforms. In this role, he set the strategic direction across new and emerging platforms including mobile, streaming and digital cinema. Mr. Rymer was also Vice President of Strategic Planning & Business Development, where he was responsible for corporate level financial and strategic analysis across all domestic and international divisions of Universal Pictures. Mr. Rymer graduated from The Wharton School with a Master of Business Administration and Harvard University with a Bachelor of Arts in applied mathematics and economics. The Board believes that Mr. Rymer brings extensive executive management, leadership and strategic experience in the media, technology and entertainment industries to his role as a member of the Board. | |

  13. DIRECTOR NOMINEES

    | | Phyllis Turner-Brim Director Since 2023 Age 61 | | Skills and Qualifications: • Public and private company executive • Extensive legal, intellectual property and management expertise • B.S. in chemical engineering from the Illinois Institute of Technology • J.D. from the University of Cincinnati | | | Current Directorships: • Houston Area Urban League (private) • Intellectual Property Owners Education Foundation (private) • YMCA of Houston, TX (private) | | | Past Directorships: • American Intellectual Property Law Association (private) • American Intellectual Property Law Education Foundation (private) • YMCA of Snohomish County WA (private) | | | Current Adeia Committee Assignments: • Nominating and Corporate Governance Committee Chair • Compensation Committee Member | | | Phyllis Turner-Brim serves as a member of our Board and is the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation Committee. Ms. Turner-Brim has served as a member of our Board since November 2023. Ms. Turner-Brim is currently Senior Vice President and Deputy General Counsel at HP Inc. (“HP”) (NYSE: HPQ), where she leads legal support for HP’s Global Business Units, Technology Innovation Organization and Commercial Organization. She also serves as the General Counsel and Secretary for the HP Foundation. Her team comprises over 100 legal professionals across 20+ countries. Ms. Turner-Brim previously served as HP’s Senior Vice President and Deputy General Counsel for Innovation and Brand Protection, where she led HP’s global intellectual property function, including IP sales and licensing, patent development, strategy, enforcement and anti-counterfeiting, and HP’s Chief Intellectual Property Counsel. Prior to HP, Ms. Turner-Brim was the Vice President, Assistant General Counsel for Starbucks, where she was the legal executive at the intersection of IP and technology. Prior to Starbucks, she was Vice President, Chief IP Counsel for Intellectual Ventures where she led legal teams responsible for outbound licensing, strategic patent prosecution, patent acquisitions/divestitures and IP policy initiatives. She has held similar roles with Intermec Technologies Corp. (now Honeywell), Walmart Stores Inc., and Cabot Microelectronics Corp. Ms. Turner-Brim graduated from the University of Cincinnati with a Juris Doctor degree and the Illinois Institute of Technology with a Bachelor of Science degree in chemical engineering. She is admitted to practice in Texas, Washington, Illinois and before the United States Patent and Trademark Office. The Board believes that Ms. Turner-Brim brings extensive legal, intellectual property and management expertise, given her experience as both a public company executive and an attorney. | |

  14. DIRECTOR NOMINEES

    | | Sandeep Vij Director Since 2025 Age 60 | | Skills and Qualifications: • Public and private company executive • Public company board experience • Extensive experience in technology and semiconductor industries • BS in electrical engineering from San Jose State University • MS in electrical engineering from Stanford University | | | Current Directorships: • Coherent Corp. (NYSE: COHR) • KlearNow.AI (private) • Kinetica (private) | | | Past Directorships: • Coherent Inc. (Nasdaq: COHR) • Iridia (private) • MIPS Technologies Inc. (Nasdaq: MIPS) | | | Current Adeia Committee Assignments: • Audit Committee Member • Nominating and Corporate Governance Committee Member | | | Sandeep Vij has served as a member of our Board since 2025 and is a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Vij is currently Managing Partner of Argean Capital, a private investment fund he co-founded in 2018. Previously, he held the position of President and Chief Executive Officer and was a member of the board of directors of MIPS Technologies, Inc., a leading provider of processor architectures and cores, from January 2010 until its sale in February 2013. In addition, Mr. Vij was the Vice President and General Manager of the Broadband and Consumer Division of Cavium Networks, Inc., a provider of highly integrated semiconductor products, from May 2008 to January 2010. Prior to that, he held the position of Vice President of Worldwide Marketing, Services, and Support for Xilinx, Inc., a digital programmable logic device provider, from 2007 to April 2008. From 2001 to 2006, he held the position of Vice President of Worldwide Marketing at Xilinx. From 1997 to 2001, he served as Vice President and General Manager of the General Products Division at Xilinx. Mr. Vij joined Xilinx in 1996 as Director of FPGA Marketing. He is a graduate of General Electric’s Edison Engineering Program and Advanced Courses in Engineering. He holds a M.S. in electrical engineering from Stanford University and a B.S. in electrical engineering from San Jose State University. Mr. Vij currently serves as member of the board of directors of Coherent Corp., a publicly-traded company, as well as the board of directors of KlearNow.AI and Kinetica. The Board believes that Mr. Vij brings extensive public company executive management and board experience, semiconductor and technology industry expertise and experience to his role as a member of the Board. | |

  15. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our director compensation policy provides for an annual retainer of $50,000 for our non-employee directors. In addition to our non-employee director annual retainer, our non-executive chairman of the Board receives an additional annual retainer of $65,000. In addition, we pay each of our non-employee directors the following annual retainers for their service as a member, or chair, as applicable, of our Board committees:

  16. COMPENSATION OF DIRECTORS

    | Annual Retainers for Committee Members: | | | Audit Committee | $12,000 | | Compensation Committee | $8,000 | | Nominating and Corporate Governance Committee | $6,000 | | Annual Retainers for Committee Chairs: | | | Audit Committee | $25,000 | | Compensation Committee | $20,000 | | Nominating and Corporate Governance Committee | $15,000 |

  17. COMPENSATION OF DIRECTORS

    All Board and committee retainers are paid in equal quarterly installments over the course of each year of a director’s service on the Board or applicable committee pro-rated for their respective tenure of service. We also reimburse all non-employee directors for reasonable expenses related to our Board or committee meetings. Annually, each of our non-employee directors receives RSUs under our stockholder-approved equity plan. The number of shares of common stock subject to the RSU award is determined by dividing (1) $190,000 by (2) the fair market value per share of our common stock on the date of grant. A non-employee director who is initially appointed after any annual meeting of stockholders will receive a RSU award on the date of his or her initial appointment to the Board equal to the pro-rated amount of the annual grant. Annual RSU awards (or any pro-rated grants for directors initially appointed between annual meetings) vest on the earlier to occur of the first anniversary of the date of grant and the next annual meeting of stockholders, subject to the director continuing to provide service through such date. The following table shows compensation information for our non-employee directors for 2025.

  18. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE

  19. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Daniel Moloney | $123,000 | $189,951 | $312,951 | | Tonia O’Connor | $76,000 | $189,951 | $265,951 | | Adam Rymer | $62,000 | $189,951 | $251,951 | | V. Sue Molina | $75,000 | $189,951 | $264,951 | | Phyllis Turner-Brim (3) | $69,835 | $189,951 | $259,786 | | Sandeep Vij (4) | $44,088 | $189,951 | $234,039 |

  20. 2025 DIRECTOR COMPENSATION TABLE

    (1) The amounts in this column represent annual cash retainers, including additional annual cash retainers for service as a member, or chair, as applicable, of our Board committees. (2) The amounts in this column represent the aggregate grant date fair value for stock awards granted to our non-employee directors in 2025, measured in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, and do not reflect whether the recipient has actually realized a financial benefit from these awards. For the methodology of how the aggregate grant date fair value amount is calculated, please see Note 13 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. The aggregate number of shares subject to unvested RSU awards outstanding for each non-employee director at December 31, 2025 was: Mr. Moloney: 14,060; Ms. Molina: 14,060; Ms. O’Connor: 14,060; Mr. Rymer: 14,060; Ms. Turner-Brim: 14,060; and Mr. Vij: 14,060. (3) Ms. Turner-Brim became the Chair of the Nominating and Corporate Governance Committee on May 8, 2025 and as such received a pro rata amount of cash retainer during the year in respect of such position. (4) Mr. Vij joined the Board on May 8, 2025 and as such received a pro rata amount of cash retainers during the year.

  21. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives We have designed our executive compensation program to pay and reward our executive officers, including our NEOs, in alignment with the overall strategic and financial performance of the Company, with the ultimate goal of building long-term stockholder value. We construct our compensation packages to provide remuneration sufficient to attract, retain and motivate our executive officers to exert their best efforts in the highly competitive, media and semiconductor IP licensing environments in which we operate. The compensation of our NEOs is comprised of base salaries, annual performance-based cash incentives, and long-term incentives delivered in the form of equity awards that are earned over a multi-year period. Our approach to short-term incentive compensation is to pay for current results and strategic actions taken that are expected to translate into improved future financial performance. Combined with our emphasis on long-term equity awards, we believe this approach appropriately motivates, rewards and retains our executive officers, while providing strong alignment with our stockholders. We hold our executive officers to stringent performance standards and, as a result, our executive compensation program is designed to pay competitively if strategic and financial performance objectives are met and less so if variable pay metrics are not met. The Compensation Committee has established the following set of objectives for our executive compensation program: • Compensation should be market competitive. Our compensation program is designed to provide competitive total compensation relative to the relevant labor markets for our NEOs while maintaining fiscal responsibility for our stockholders, allowing us to attract and retain individuals of appropriate ability and managerial talent; Compensation should reward performance and support our business strategy. A majority of the total direct compensation opportunities for our NEOs is variable and dependent upon the achievement of key business results with the intention to link incentive award opportunities to the achievement of Company and functional performance goals; and Compensation should be aligned with stockholders’ interests. Our compensation program also seeks to reward our executive officers for increasing our stock price over the long-term and maximizing stockholder value by providing a significant portion of total compensation opportunities for our executive officers in the form of direct ownership in our company through long-term equity incentive awards.

  22. CEO 2025 Compensation

    CEO 2025 Compensation The graphic above includes Mr. Davis’s base salary and annual bonus under the Incentive Compensation Program for 2025. The long-term incentive compensation (stock awards) percentage is based on the target value of the underlying equity awards (at target level of performance achievement, in the case of PSU awards) and does not represent the compensation actually realized or currently realizable by him from such awards. Mr. Davis’ RSUs vest in four equal installments upon completion of each year of service over a four-year period. The 2025 PSU awards may be earned based upon the achievement of annual EBITDA (excluding litigation) targets during three separate one-year performance periods, which are set annually at the start of each one-year performance period, with vesting after the end of the three-year period subject to adjustment based upon a three-year relative total stockholder return (“TSR”) modifier. See the “2025 PSU Award Vesting Criteria” section below for a more detailed description.

  23. Summary of Certain Executive Compensation Policies and Practices

    | | WHAT WE DO | | WHAT WE DON’T DO | |  | Stock Ownership Guidelines: Executives and directors are subject to stock ownership guidelines equal to a multiple of their respective annual base salaries (3x for our CEO and 1x for other executives) or Board retainers (3x for directors). | ☒ | No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses or uncapped incentives under our Incentive Compensation Program. | |  | Compensation Recovery (“Clawback”) Policy: We maintain a Clawback policy regarding accounting restatements in accordance with Exchange Act Rule 10D-1 and corresponding Nasdaq listing standards, and an additional standalone clawback provision in the Company’s A&R 2020 Plan applicable to holders of our equity awards (including all time-vesting equity awards). | ☒ | No Re-Pricing or Discounted Options / SARs: We do not re-price underwater awards and do not provide discounted stock options or stock appreciation rights. Further, the Company’s A&R 2020 Plan prohibits repricing of stock options or stock appreciation rights without stockholder approval. | |  | Insider Trading Policy: We have adopted an Insider Trading policy and procedures governing the purchase, sale and/or other disposition of our securities by directors, officers and employees, or the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company. | ☒ | No Dividends Paid or Accrued on Awards Prior to Vesting | |  | Negative Discretion: The Compensation Committee has the right to exercise negative discretion over executive incentive plan payments. | ☒ | No Executive Officer Employment Contracts |

  24. Roles and Responsibilities

    Roles and Responsibilities Role of the Compensation Committee The Compensation Committee oversees our executive compensation program, including the review and approval of compensation for our NEOs. In designing and implementing the various components of our 2025 executive compensation program, the Compensation Committee considered market and industry practices and trends and input from the Compensation Committee’s independent compensation consultant and management, as well as the impact of our compensation program on our financial results. While the Compensation Committee considers all factors in its deliberations, it places no formal weighting on any one factor. The Compensation Committee retains the authority under our Incentive Compensation Program to authorize bonus payments to our NEOs that are less than the bonus payments that would otherwise be awarded based on our achievement of the performance goals established for the plan. The Compensation Committee gathered data on our CEO’s performance through several channels, including qualitative and quantitative assessments of the Company’s performance, discussions with other members of the management team and discussions with other members of our Board. Each Compensation Committee meeting ordinarily includes an executive session without members of our management team present. For additional information about the responsibilities of the Compensation Committee, please see the section titled “Board and Committees of the Board”. Role of the Compensation Committee’s Consultant The Compensation Committee retained Compensia, a national compensation consulting firm, to assist it in the determination of the key elements of our executive compensation program. See discussion in the “Setting Executive Compensation” section below for a discussion regarding the 2025 compensation peer group. Compensia provided an analysis to the Compensation Committee with respect to competitive market practices and the amounts and nature of compensation paid to executive officers in similar organizations. Compensia also advised on, among other things, structuring our various compensation programs and understanding competitive levels of base salary, short-term incentive compensation and long-term incentive compensation payable to our executive officers. Compensia reports to and is accountable to the Compensation Committee and may not conduct any other work for us without the authorization of the Compensation Committee. Compensia did not provide any services to us in 2025 beyond its engagement as an advisor to the Compensation Committee on executive and Board compensation matters. After review and consultation with Compensia, the Compensation Committee has determined that Compensia is independent and there is no conflict of interest resulting from retaining Compensia currently or during the year ended December 31, 2025. In reaching these conclusions, the Compensation Committee considered the factors set forth in Exchange Act Rule 10C-1 and the applicable Nasdaq listing standards. Role of the Chief Executive Officer To aid the Compensation Committee in making its 2025 compensation determinations, our CEO, provided recommendations to the Compensation Committee regarding the compensation of all executive officers, excluding himself. Each NEO other than our CEO, in turn, participated in an annual performance review with our CEO to provide input about their contributions to our success for the period being assessed. For purposes of our annual and long-term incentive compensation programs, corporate performance goals for 2025 awards were based on the Company’s 2025 financial plan as approved by our Board. Our CEO, after discussions with the management team, then recommended a subset of these goals to the Compensation Committee as the corporate performance goals underlying our Incentive Compensation Program and performance-based equity awards. We believe that the achievement of these performance goals is based on the successful efforts and contributions of our NEOs.

  25. Setting Executive Compensation

    Setting Executive Compensation The Compensation Committee reviews a competitive market analysis of compensation levels, as well as the compensation practices and financial performance of comparable companies, typically, at least annually, in connection with its annual review of our executive compensation program. This analysis provides the necessary background to the Compensation Committee to ensure that the compensation opportunities established for our executive officers are competitive with market practices and trends and that actual compensation paid to our executive officers is appropriately aligned with our performance in the past year. Peer Group Compensia worked with the Compensation Committee to identify a peer group of companies that were representative of the type of companies with which we may compete with for executive talent to be used in determining the target annual compensation opportunities for our NEOs. In selecting peer companies, the Compensation Committee considered a number of targeted criteria designed to reflect our business structure. Given the limited number of directly comparable companies from a business perspective, the criteria were expanded in some cases to include companies that the Compensation Committee considered to be a close fit in terms of business focus and/or with which we might compete for executive talent. As a result, some companies may not satisfy all of the selection criteria. The companies in our 2025 compensation peer group were selected based on the following criteria: • Industry: Companies in the application software, systems software, semiconductor, advertising, transaction and payment processing, media, semiconductor, audio and imaging technology, IP licensing, software and other technology sectors. • Revenue: Companies with revenue that were 0.3x to 3.0x our last four quarter’s revenue. • Market Capitalization: Companies with market capitalizations that reflect the differences in our business model as an IP and technology licensing company, which would not be accurately reflected if we selected peer companies based solely on annual revenue. We selected companies with market capitalizations that were generally within a range of 0.25x to 4.0x our market capitalization. • Geography Location: Companies based in the U.S. with an emphasis on firms headquartered in the San Francisco Bay Area. Following its review in July 2024, the Compensation Committee made one change to our peer group, adding Getty Images Holdings.

  26. Setting Executive Compensation

    | 2025 COMPENSATION PEER GROUP | | | • Cass Information Systems • CEVA • Consensus Cloud Solutions • Dolby Laboratories • Everi Holdings • Getty Images Holdings • EVERTEC • Gogo • InterDigital | • Mitek Systems • Open Lending • Progress Software • PubMatic • Rambus • Semtech • TechTarget • Thryv Holdings • Universal Display • Verra Mobility |

  27. Setting Executive Compensation

    The Compensation Committee may make adjustments to our compensation peer group as necessary to ensure companies included continue to meet the criteria outlined above. Market Survey Data While the compensation peer group is maintained for executive compensation and performance reference purposes, the compensation data drawn from that source is limited to publicly available information and therefore may not contain sufficient data points to establish meaningful market comparisons for all executive officers. Consequently, the competitive market analysis used by the Compensation Committee may include data on executive positions beyond what is generally available in public filings. For purposes of the 2025 competitive market analysis, subsets of the Radford McLagan Compensation Survey were used to evaluate the compensation for some of our executive officers. Specifically, the Compensation Committee received a custom report of survey results reflecting an expanded group of companies including our compensation peer group and other companies that generally fit the above financial selection criteria. The Compensation Committee believes that by utilizing both publicly available peer group data and the survey data from published surveys, it is able to develop the best set of robust competitive data reasonably available for use in making compensation decisions. The Compensation Committee, when making compensation decisions for our NEOs, evaluates an analysis based on both the publicly available peer group data and the survey data to ensure that the total compensation opportunities of our NEOs is fair, reasonable, and falls within the Company’s guidelines. Experience and Performance Factors Based on the objectives outlined above, the Compensation Committee strives to set target total direct compensation opportunities at competitive levels for the markets in which we compete for executive talent and that are appropriate for the skills, experience and performance of each individual. However, the Compensation Committee does not establish compensation levels based solely on the basis of a competitive market analysis. The Compensation Committee also relies on the business judgment of its members after reviewing our performance and carefully evaluating each NEO’s individual performance during the year, leadership qualities, business responsibilities, tenure with the Company, current compensation arrangements and long-term potential to enhance stockholder value. The Compensation Committee does not guarantee that any NEO will receive a specific market-derived compensation level. In addition, the Compensation Committee has taken the approach of determining the mix of compensation elements, such as base salary, target annual cash incentive opportunities and equity awards, on an individual basis. The Compensation Committee allocates target total direct compensation between cash and equity compensation based on a number of objective and subjective factors, including competitive market practices, the role and responsibilities of the individual executive officer, and the nature of the behaviors the incentives are intended to motivate. The Compensation Committee’s philosophy is to balance compensation between long-term and short-term compensation, cash and non-cash compensation, and to take into account the roles and responsibilities of the individual executive officer.

  28. Annual Performance-Based Cash Incentive Compensation Program

    Annual Performance-Based Cash Incentive Compensation Program Our executive officers, including our NEOs, are eligible under our Incentive Compensation Program to receive an annual performance-based cash incentive bonus. The target and maximum annual cash incentive opportunities for our NEOs participating expressed as a percentage of base salary, were as follows:

  29. Annual Performance-Based Cash Incentive Compensation Program

    | Named Executive Officer | Target | Maximum | | Paul E. Davis | 100% | 200% | | Keith A. Jones | 75% | 150% | | Kevin Tanji | 60% | 120% | | Dr. Mark Kokes | 60% | 120% | | Dana Escobar | 60% | 120% |

  30. Annual Performance-Based Cash Incentive Compensation Program

    Participants may receive a smaller award (or no award) if we do not achieve a target level of performance and a larger award (capped at a level that provides our executive officers an opportunity to earn larger awards by exceeding performance objectives based on the multiplier discussed below) if we exceed the target level of performance. Payments of above-target bonuses may be made, only if we exceed our corporate financial objectives and upon the approval of the Compensation Committee. Weighted Performance Goals Bonuses paid to our NEOs under our Incentive Compensation Program were based on our achievement of specific pre-established corporate performance goals (“Corporate Factor Achievement”) and upon an evaluation of the individual executive officer’s performance for their efforts tied to such goals for the year (“Approved Individual Factor”). The corporate performance goals for 2025 were a combination of financial Company goals (related to revenue and Non-GAAP operating expenses excluding litigation) and non-financial Company goals that are all directly supportive of our short-term and long-term strategic plans. The weighted goal categories for 2025 for determining the Corporate Factor Achievement and applied to each NEO are set forth below:

  31. Annual Performance-Based Cash Incentive Compensation Program

    | | Financial Goals | | | | NEO Participants | Revenue(1) | Non-GAAP Operating Expenses (excluding litigation)(2) | Non-Financial Company Goals | | Paul E. Davis | 50% | 30% | 20% | | Keith A. Jones | 50% | 30% | 20% | | Kevin Tanji | 50% | 30% | 20% | | Dr. Mark Kokes | 50% | 30% | 20% | | Dana Escobar | 50% | 30% | 20% |

  32. Annual Performance-Based Cash Incentive Compensation Program

    (1) The revenue goal was based on achieving the midpoint of our revenue guidance for the Company. For more information on the revenue goal of the Incentive Compensation Program, see the sections entitled “2025 Revenue Goal and Achievement” below. (2) We define Non-GAAP operating expenses (excluding litigation) as GAAP operating expenses adjusted for one-time or ongoing intangibles, amortization charges, costs related to actual or planned business combinations including transaction fees, integration costs, severance, facility closures, and retention bonuses, separation costs, all forms of stock-based compensation, loss on debt extinguishment, expensed debt refinancing costs, impairment of intangible assets, impact of certain foreign currency adjustments, discontinued operations and related tax effects. 2025 Revenue Goal and Achievement Set forth below is the Company’s revenue goal (with linear interpolation), as well as the Company’s actual results for such goal, for purposes of the Incentive Compensation Program.

  33. Annual Performance-Based Cash Incentive Compensation Program

    | Revenue Goal | | | | | | 0% Payout | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% payout) | Achievement(1) | | Less than $373.5 million in total revenue | $373.5 million in total revenue | $415.0 million in total revenue | $456.5 million in total revenue | 168.4% achieved with $443.4 million in total revenue |

  34. Annual Performance-Based Cash Incentive Compensation Program

    (1) The Compensation Committee approved 168.4% achievement of the Company’s revenue goal based on linear interpolation between 100% at $415.0 million and 200% at $456.5 million. 2025 Non-GAAP Operating Expenses (excluding litigation) Goal and Achievement Set forth below is the Company’s Non-GAAP operating expenses, excluding litigation goal (with linear interpolation between achievement levels), as well as the Company’s actual results for such goal, for purposes of the Incentive Compensation Program.

  35. Annual Performance-Based Cash Incentive Compensation Program

    | Non-GAAP Operating Expenses (excluding litigation) Goal | | | | | | 0% Payout | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Achievement(1) | | More than $149.2 million in total Non-GAAP operating expenses (excluding litigation) | $149.2 million in total Non-GAAP operating expenses (excluding litigation) | $143.5 million in total Non-GAAP operating expenses (excluding litigation) | $137.8 million in total Non-GAAP operating expenses (excluding litigation) | 200% achieved with $134.4 million in total Non-GAAP operating expenses (excluding litigation and expenses attributable to the overachievement of the Company’s 2025 bonus above target) |

  36. Annual Performance-Based Cash Incentive Compensation Program

    (1) The Compensation Committee approved the Company’s achievement at 200% with $134.4 million in total Non-GAAP operating expenses (excluding litigation and operating expenses attributable to overachievement of the Company’s 2025 bonus). In determining goal achievement, the Compensation Committee excluded operating expenses attributable to overachievement of the Company’s 2025 bonus above target performance from its assessment of Non-GAAP operating expenses (excluding litigation). Such exclusion was intended to take a more equitable measure of actual achievement of the goal, as the threshold, target and maximum hurdles of the goal were originally established assuming a budgeted 2025 bonus achievement of 100% of target. Without the exclusion of operating expenses attributable to overachievement of the Company’s 2025 bonus above target performance, the Company’s Non-GAAP operating expense (excluding litigation) performance would have resulted in 108% achievement of the goal with $143.0 million in total Non-GAAP operating expenses (excluding litigation). 2025 Strategic and Business Goals and Achievement Set forth below are the Company goals for purposes of the Incentive Compensation Program. The evaluation of each NEO’s individual performance under the Incentive Compensation Program was based on an evaluation of the individual officer’s efforts tied to these goals.

  37. Annual Performance-Based Cash Incentive Compensation Program

    | Strategic and Business Goals | | | Key Goal | Outcome(1) | | Enhancing Adeia’s foundational capabilities to drive resilience, efficiency, and sustained relevance in our primary markets. | Achieved strategic pipeline development and key deal closures that included new customers. | | Build an enduring organization and culture that drives consistent excellence in performance. | Completed development of comprehensive business plans. Achieved strong employee engagement scores that included positive response on employees seeing themselves growing and developing their career at the company. | | Strive to be a sustainable innovator that identifies and influences technology trends over time. | Achieved new patent filings, in alignment with strategic portfolio roadmap. |

  38. Annual Performance-Based Cash Incentive Compensation Program

    (1) The Compensation Committee approved 185% achievement of the Company’s Strategic and Business goals based on the highlighted outcomes. Incentive Compensation Program Achievement Bonuses paid to our NEOs under our Incentive Compensation Program were based on our achievement of specific pre-established corporate performance goals and upon an evaluation of the individual executive officer’s performance for their efforts tied to such goals for the year, which individual executive officer’s assessed achievement is reflected under the Approved Individual Factor in the table below. Accordingly, the annual performance-based cash incentive bonuses under the Incentive Compensation Program paid to our NEOs were calculated as follows:

  39. Annual Performance-Based Cash Incentive Compensation Program

    | | Approved Salary | Approved Bonus Target | Approved Bonus Target | Corporate Factor Achievement(1) | Approved Individual Factor (2) | Approved Bonus Payout | | Paul E. Davis | $675,000 | 100% | $675,000 | 181.2% | 185% | $1,228,231 | | Keith A. Jones | $470,000 | 75% | $352,500 | 181.2% | 185% | $641,410 | | Kevin Tanji | $440,000 | 60% | $264,000 | 181.2% | 200% | $488,295 | | Dr. Mark Kokes | $440,000 | 60% | $264,000 | 181.2% | 185% | $480,375 | | Dana Escobar | $425,000 | 60% | $255,000 | 181.2% | 100% | $420,649 |

  40. Annual Performance-Based Cash Incentive Compensation Program

    (1) The “Corporate Factor Achievement” column accounts for 80% of NEO’s bonus payout. (2) The “Approved Individual Factor” column accounts for 20% of NEO’s bonus payout.

  41. Long-Term Compensation

    Long-Term Compensation Our long-term equity incentive compensation program is intended to provide our executive officers, including our NEOs, with opportunities to participate in the appreciation of our stock price and to create equity award value that will provide a financial incentive for our executive officers to remain with and work for the continued success of the Company. Our long-term equity incentive award program is generally comprised of two equity award vehicles, although the mix of such awards granted by the Compensation Committee to our NEOs may vary from year to year based on the Compensation Committee’s determinations regarding the appropriate incentives for such year: • RSU Awards: RSUs are granted to our NEOs. These awards vest annually over four years and increase or decrease in value just as a traded share of common stock will, aligning our executive officers’ interests with stockholders’ interests. The 2025 PSU awards may be earned based upon the achievement of annual EBITDA (excluding litigation) targets during three separate one-year performance periods, which are set annually at the start of each one-year performance period, with vesting after the end of the overall three-year performance period subject to adjustment based upon a three-year relative TSR modifier. See the “2025 PSU Award Vesting Criteria” section below for a more detailed description. 2025 Equity Awards Consistent with its approach in 2024, the Compensation Committee determined that the annual equity awards granted to our NEOs in 2025 should consist of time-vesting RSU awards and performance-vesting PSU awards as set forth in the table below. The Compensation Committee determined that these two types of equity awards provided the appropriate balance of long-term incentives for our executive officers in 2025. In setting the mix of the two types of equity awards for 2025, the Compensation Committee determined that a substantial portion of the equity awards should consist of awards that vest based on our performance, in the form of financial performance measured by EBITDA (excluding litigation) and relative TSR. Accordingly, the Compensation Committee structured performance-based awards to account for 60% of our CEO’s annual equity awards and 50% of all other NEOs’ annual equity awards. Target award values were established based on an analysis of competitive market data, individual performance and criticality and the retention value of existing equity awards. The Compensation Committee believes that the award values, combined with its mix of equity compensation vehicles, reflects our commitment to pay for performance, with resulting compensation above the median of our peers for performance that exceeds target goals and compensation below the median of our peers if our performance goals are not achieved. The Compensation Committee approved a total target dollar value for each NEO’s annual equity awards, which we refer to as the grant date target value. These grant date target values are based on the analysis of competitive market data and other factors described above, and the allocation of such value to each of the two forms of equity awards is a 60%/40% mix of PSUs and RSUs for our CEO and a 50%/50% mix of PSUs and RSUs for all other NEOs. The actual number of PSUs and RSUs granted on March 1, 2025 was calculated using the 90-day average stock price preceding the grant date (dividing the applicable grant date target value by such stock price average to arrive at the target number of PSUs and the number of RSUs). The target values set forth below differ from the amounts shown in the “Stock Awards” column of the Summary Compensation Table, which represent grant date fair values determined pursuant to FASB ASC Topic 718. The following awards were granted in 2025 to our NEOs:

  42. Long-Term Compensation

    | Executive Officer | Target Value $ | RSUs | PSUs | | Paul E. Davis | $6,000,000 | 180,860 | 271,290 | | Keith A. Jones | $2,400,000 | 90,430 | 90,430 | | Kevin Tanji | $2,100,000 | 79,130 | 79,130 | | Dr. Mark Kokes | $2,100,000 | 79,130 | 79,130 | | Dana Escobar | $2,100,000 | 79,130 | 79,130 |

  43. Long-Term Compensation

    2025 PSU Award Vesting Criteria The 2025 PSU awards were structured to be based on a three-year overall performance period consisting of three separate tranches of one-year performance periods (referred to herein, as “2025 PSU Tranche A”, “2025 PSU Tranche B” and “2025 PSU Tranche C”), and eligible to be earned based upon achievement of annual EBITDA (excluding litigation) targets which are set annually at the start of the applicable one-year performance period tranche, but are only eligible to vest on a “cliff basis”, if at all, on the third anniversary of the vesting commencement date, subject to adjustment based upon a three-year relative TSR modifier, as reflected below. The Compensation Committee carefully set the PSU award performance goals to be rigorous and ultimately to align management and our stockholders’ interests. The target was set at a level the Compensation Committee determined to be competitively challenging, with the maximum metric requiring a higher level of performance. Further, the earning and vesting of the performance awards is conditioned upon the recipient remaining employed with the Company through the vesting date. The structuring of the 2025 PSU awards differs from prior years, in which PSU awards were instead structured to be based entirely on a three-year performance period (with no separate tranches of one-year performance periods) and achievement of a three-year stock price appreciation target along with a relative TSR modifier and long-term revenue performance. The Compensation Committee believes that the structural changes implemented to the 2025 PSU awards are important to continue to align the NEOs with strategic goals and performance of the Company over the long term, with the one-year performance period tranches intended to reduce volatility that may be associated with performance-vesting that is measured strictly over a three-year period. The Compensation Committee structured the EBITDA (excluding litigation) targets to be measured in three separate tranches of one-year performance periods and the TSR modifier to be measured on a three-year measurement period in order to enhance the long-term nature of the award, reduce volatility that may be associated with performance-vesting that is measured strictly over a three-year period, distinguish long-term incentive award and short-term incentive award goals and further align the interests of our executive officers with our long-term stockholder interests. The range of threshold, target and maximum levels (with linear interpolation between levels) for EBITDA (excluding litigation) performance and resulting potential payout for 2025 PSU Tranche A are as follows:

  44. Long-Term Compensation

    | EBITDA (excluding litigation) Hurdle | Payout (% Of Target) | Performance Range | | <$246M | 0% | <90% | | $246M | 50% | 90% | | $274M | 100% | 100% | | $301M | 200% | 110% |

  45. Long-Term Compensation

    The relative TSR assessment uses the Russell 2000 Index as the benchmark and it will be calculated over the overall three-year performance period and will adjust the 2025 PSU award achievement factor by +/-33% (subject to overall maximum payout as a percentage of target equal to 200%). The relative TSR performance is to be determined using our 90-trading-day average stock price prior to both the beginning and the end of the overall three-year performance period. Payout modifier levels range from 67% to 133% (with linear interpolation) for our relative TSR percentile rank ranging from the 25th to the 75th percentiles as summarized in the following table.

  46. Long-Term Compensation

    | Russell 2000 Percentile Ranking | TSR Modifier | | | ≥ 75th | 133% | Linear | | 50th | 100% | interpolation | | ≤ 25th | 67% | between points |

  47. Long-Term Compensation

    At the end of each tranche of one-year performance periods, the Compensation Committee will determine the level of achievement of EBITDA (excluding litigation) performance, and at the end of the overall three-year performance period, the Compensation Committee will determine the level of relative TSR achievement and then apply the resulting vesting factor to the award amount to determine the total amount that will be considered earned and vested. Depending on the level of achievement, no shares will be issuable if performance is below the threshold performance level and twice the number of target number of shares will be issuable if the maximum performance level is achieved. Shares will vest upon the Compensation Committee’s approval of our EBITDA (excluding litigation) performance criteria at the end of each applicable one-year performance period tranche and our relative TSR modifier at the end of the three-year performance period, subject to each participant’s continued employment or consulting relationship with the Company through the end of the three-year performance period. The 2025 PSUs are subject to “double trigger” vesting acceleration at target in the event of an NEO’s qualifying termination of employment within three months prior to a change in control or within twelve months following a change in control (for additional details, see “Termination of Employment Arrangements and Change in Control Arrangements” below). In 2023 and 2024, the PSUs granted to NEOs under the Company’s A&R2020 Plan were subject to “single trigger” vesting acceleration (i) based on the change of control price for the stock price performance component of such PSUs, and (ii) at target for the revenue performance component of such PSUs. Results of 2022 PSU – Achieved The 2022 PSU awards granted to Mr. Davis on April 29, 2022 and June 1, 2022 were each based entirely on a three-year performance period and were eligible to vest on a cliff basis, if at all, on April 29, 2025 and June 1, 2025, respectively, based upon the achievement of three-year stock price appreciation targets along with a relative TSR modifier. The targets were set at a level the Compensation Committee determined to be competitively challenging. The stock price appreciation performance metric was based on the highest 30-day average price in the last six months of the three-year performance period. The Compensation Committee certified the level of achievement of the 2022 PSU awards and determined that, effective as of April 29, 2025 and June 1, 2025, respectively, 200% of the 2022 PSU awards would vest. Performance metrics and achievement of the 2022 PSU awards was as follows: April 29, 2022 PSU Award

  48. Long-Term Compensation

    | Stock Price - Payout % of Target | TSR Modifier | Stock Price Achievement | TSR Modifier Achievement | Overall Achievement | | $11.90 - 50% $12.82 - 100% $15.57 - 200% | <= 25th - 80% 50th - 100% >= 75th - 120% | $14.71 = 168.75% | 120% | 202.5% capped at 200% |

  49. Long-Term Compensation

    June 1, 2022 PSU Award

  50. Long-Term Compensation

    | Stock Price - Payout % of Target | TSR Modifier | Stock Price Achievement | TSR Modifier Achievement | Overall Achievement | | $11.77 - 50% $12.68 - 100% $15.40 - 200% | <= 25th - 80% 50th - 100% >= 75th - 120% | $14.71 = 174.66% | 120% | 209.59% capped at 200% |

  51. Equity Grant Decision

    Equity Grant Decision The Company provides the following discussion of the timing of equity incentive compensation awards in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Generally, the Company grants equity incentive compensation awards on a predetermined schedule. In or around February of each year, the Compensation Committee reviews and approves the value and amount of the equity incentive compensation to be awarded to executive officers and non-employee directors. The grant of approved equity awards then typically occurs in March, which is usually after the filing of the Company’s Annual Report on Form 10-K, which is generally filed in the last two weeks of February. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity incentive compensation awards. Instead, the timing of grants is in accordance with the yearly compensation cycle. Equity incentive compensation awards may occasionally be awarded on an off-cycle basis, including to new hires. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. Any coordination between a grant and the release of information that could be expected to affect such grant’s value is generally precluded by the predetermined schedule, using the methodology described above. The equity compensation awards have historically included RSUs, PSUs, and stock options, however, the Company has not granted any stock options to executive officers of the Company for several years, and no current NEOs have any outstanding options.

  52. Post-Employment Compensation Arrangements

    Post-Employment Compensation Arrangements We have entered into change in control severance agreements with our executive officers, including our NEOs, to provide appropriate post-employment compensation arrangements in the event of certain terminations of employment, including in connection with a change in control of the Company. The Compensation Committee believes these types of agreements are essential in order to attract and retain qualified executive officers and promote stability and continuity in our senior management team. We believe that the stability and continuity provided by these agreements are in the best interests of our stockholders. For details, including an estimate of the amounts payable to our NEOs under their change in control severance agreements see “Termination of Employment Arrangements and Change in Control Arrangements” and “Potential Payments Upon Termination and Change in Control” below.

  53. Compensation Recovery (“Clawback”) Policy

    Compensation Recovery (“Clawback”) Policy Effective as of October 24, 2023, we adopted our Amended and Restated Compensation Recovery Policy (the “Compensation Recovery Policy”) regarding accounting restatements in connection with Exchange Act Rule 10D-1 and corresponding Nasdaq listing standards. The Compensation Recovery Policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Exchange Act Rule 10D-1), including our NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under U.S. federal securities laws. The Compensation Recovery Policy also applies to incentive-based compensation received during the applicable recovery period by such other key employees of the Company who may from time to time be determined to be deemed subject to the policy by the Compensation Committee (or such other body authorized to administer the policy from time to time). In addition, the Company’s A&R 2020 Plan permits the Board or its administrator, the Compensation Committee, to provide, in an award agreement or otherwise, or to require a holder of any of our equity awards under the plan (including all time-vesting equity awards), to agree that any proceeds, gains or other economic benefit actually or constructively received by the holder upon any receipt or exercise of the award, or upon the receipt or resale of any shares underlying the award, will be subject to recoupment if the holder (x) engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, or (y) incurs a termination of service for cause.

  54. Risk Assessment

    Risk Assessment In March of 2026, management of the Company assessed its compensation policies and programs for all employees for purposes of determining the relationship of such policies and programs and the enterprise risks faced by the Company and presented its assessment to the Compensation Committee. Based on its assessment, management recommended, and the Compensation Committee concluded, that none of our compensation policies or programs create risks that are reasonably likely to have a material adverse effect on the Company. In connection with their review, the management and the Compensation Committee noted certain key attributes of its compensation programs and policies that help to reduce the likelihood of excessive risk taking, which also apply to our executive compensation program, including: • The program design provides a balanced mix of cash and equity compensation, fixed and variable compensation and annual and long-term incentives. • Corporate performance objectives are designed to be consistent with the Company’s overall business plan and strategy, as approved by the Board. • Executive compensation is weighted more towards long-term equity compensation with the intention to discourage short-term risk taking. • The determination of executive incentive awards is based on a review of a variety of indicators of performance, including both financial and non-financial goals, reducing the risk associated with any single indicator of performance. • Incentive payments are capped at no more than 200% of target, which provides our executive officers an opportunity to earn larger awards by exceeding performance objectives, but that does not create excessive risk by providing unlimited upside opportunities. • The Company’s equity awards generally vest over four-year periods or based upon the achievement of performance objectives over a period of three years. The multi-year vesting periods encourage focus on sustained earnings and mitigates risk taking in any one year. The Compensation Committee has the right to exercise negative discretion over executive annual cash Incentive Compensation Program payments.

  55. Termination of Employment Arrangements and Change in Control Arrangements

    Termination of Employment Arrangements and Change in Control Arrangements The Company provides for certain severance payments and benefits if an executive officer’s employment is involuntarily or constructively terminated. In addition, the Company provides enhanced severance payments and benefits if such a termination of employment occurs in connection with a change in control of the Company. Such severance payments and benefits are designed to alleviate the financial impact of an involuntary termination of employment through salary, bonus and health benefit continuation and with the intent of providing for a stable work environment. The Company believes that reasonable severance payments and benefits for those NEOs with whom we have entered into severance agreements are important because it may be difficult for these NEOs to find comparable employment within a short period of time following certain qualifying terminations of employment. The Company also believes these payments and benefits are a means of reinforcing and encouraging the continued attention and dedication of key executive officers of the Company to their duties of employment without personal distraction or a conflict of interest in circumstances which could arise from the occurrence of a change in control of the Company. We believe that the interests of stockholders will be best served if the interests of our executive officers are aligned with them, and providing change in control payments and benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of our stockholders. The Company extends change in control payments and benefits because they are essential to help the Company fulfill its objectives of attracting and retaining key managerial talent. These arrangements are intended to be competitive within our industry and company size and are necessary to attract highly qualified individuals and encourage them to remain employed with the Company. In making the decision to extend the payment and benefits, the Compensation Committee relied on data prepared by its independent compensation consultant that the programs are representative of market practice, both in terms of design and cost. Amended and Restated Change in Control Severance Agreement with Mr. Davis On February 9, 2023, we entered into an amended and restated change in control severance agreement with Mr. Davis, our CEO (the “CEO Severance Agreement”). The CEO Severance Agreement has an initial term of three years, plus reoccurring one-year automatic renewals. The then-effective term of the CEO Severance Agreement will automatically be extended for 12 months following a change in control of the Company if the term would otherwise have expired during such period. The CEO Severance Agreement provides that, if Mr. Davis’s employment is terminated by the Company without “cause” or if he resigns for “good reason”, in each case, more than three months prior to a change in control or more than 12 months following a change in control, Mr. Davis will be entitled to receive the following payments and benefits: • Fully earned but unpaid base salary, reimbursement of business expenses incurred prior to the date of termination and accrued obligations in respect of all other benefits (collectively, the “Accrued Obligations”); • Lump sum cash payment in an amount equal to 150% of the sum of (i) annual base salary, plus (ii) target annual cash incentive opportunity for the fiscal year in which the date of termination occurs prorated based on the number of days elapsed as of the date of termination for the fiscal year in which the date of termination occurs; • Continuation of health benefits for a period of up to 18 months following the date of termination; and Immediate acceleration of vesting, as of the date of termination, of outstanding equity awards scheduled to vest (or whose performance period ends) within 12 months following the date of termination (with any performance-based awards vesting at target, except to the extent alternative acceleration is specifically provided for pursuant to the award documents). If Mr. Davis’s employment is terminated by the Company without “cause” or if he resigns for “good reason”, in each case, within three months prior to a change in control or within twelve months following a change in control, the CEO Severance Agreement provides that Mr. Davis will be entitled to receive the following payments and benefits: The Accrued Obligations; • Lump sum cash payment in an amount equal to 200% of the sum of (i) annual base salary, plus (ii) target annual cash incentive opportunity for the fiscal year in which the date of termination occurs; • Continuation of health benefits for a period of up to 24 months following the date of termination; and • Immediate acceleration of vesting, as of the later of the date of termination or the date of such change in control, of all outstanding equity awards (with any performance-based awards vesting at target, except to the extent alternative acceleration is specifically provided for pursuant to the award documents). The severance payments and benefits (other than the Accrued Obligations) are subject to Mr. Davis’s execution of a general release of claims in favor of the Company and continued compliance with the confidentiality and proprietary rights covenant set forth in the CEO Severance Agreement. Severance Agreements with the Other Named Executive Officers On February 9, 2023 the Company entered into severance agreements with each of (i) Keith A. Jones, the Company’s Chief Financial Officer; (ii) Dr. Mark Kokes, the Company’s Chief Revenue Officer (prior to January 26, 2026, Chief Licensing Officer & General Manager, Media); (iii) Kevin Tanji, the Company’s Chief Legal Officer and Corporate Secretary; and (iv) Dana Escobar, the Company’s former Chief Licensing Officer & General Manager, Semiconductor (collectively, the “NEO Severance Agreements”). Each of the NEO Severance Agreements has an initial term of three years, plus reoccurring one-year automatic renewals. The then-effective term of the NEO Severance Agreements will automatically be extended for 12 months following a change in control of the Company if the term would otherwise have expired during such period. Each of the NEO Severance Agreements provide that, if the executive officer’s employment is terminated by the Company without “cause” more than three months prior to a change in control or more than 12 months following a change in control, the executive officer will be entitled to receive the following payments and benefits: • The Accrued Obligations; • Lump sum cash payment in an amount equal to 100% of the sum of (i) annual base salary, plus (ii) target annual cash incentive opportunity for the fiscal year in which the date of termination occurs prorated based on the number of days elapsed as of the date of termination for the fiscal year in which the date of termination occurs; and • Continuation of health benefits for a period of up to 12 months following the date of termination. If the executive officer’s employment is terminated by the Company without “cause” or if the executive officer resigns for “good reason”, in each case, within three months prior to a change in control or within 12 months following a change in control, each NEO Severance Agreement provides that the executive officer will be entitled to receive the following payments and benefits: • The Accrued Obligations; • Lump sum cash payment in an amount equal to 100% of the sum of (i) annual base salary, plus (ii) target annual cash incentive opportunity for the fiscal year in which the date of termination occurs; • Continuation of health benefits for a period of up to 12 months following the date of termination; and

  56. Termination of Employment Arrangements and Change in Control Arrangements

    Immediate acceleration of vesting, as of the later of the date of termination or the date of such change in control, of all outstanding equity awards (with any performance-based awards vesting at target, except to the extent alternative acceleration is specifically provided for pursuant to the award documents). The severance payments and benefits (other than the Accrued Obligations) are subject to the respective executive officer’s execution of a general release of claims in favor of the Company and continued compliance with the confidentiality and proprietary rights covenant set forth in the NEO Severance Agreement. In connection with a reorganization of the Company’s leadership team, Mr. Escobar’s employment was terminated by the Company. Mr. Escobar’s last day of employment at the Company was on March 13, 2026. As a result of Mr. Escobar’s termination, he is eligible to receive the severance payments and benefits set forth in his NEO Severance Agreement as a result of his execution of a general release of claims in favor of the Company, subject to his continued compliance with the confidentiality and proprietary rights covenant set forth in the NEO Severance Agreement. Defined Terms Related to CEO Severance Agreement and NEO Severance Agreement For purposes of the severance agreements, “cause” means, generally, an executive officer’s gross negligence or willful misconduct in the performance of his duties, the executive officer’s willful and habitual neglect of or failure to perform his duties, the executive officer’s commission of any material act of fraud, dishonesty or financial or accounting impropriety with respect to our Company which results in a personal benefit to the executive, the executive officer’s failure to cooperate with us in any investigation or formal proceeding initiated by a governmental authority or otherwise approved by our Board or the Audit Committee of the Board, the executive officer’s conviction of or plea of guilty or nolo contendere to felony criminal conduct (other than moving vehicle violations), the executive officer’s material violation of our confidentiality and proprietary rights agreement or any similar agreement with the Company, or the executive officer’s material breach of any obligation or duty under the agreement or any written employment or other written policies of our Company. For purposes of the severance agreements, “good reason” means, generally, a material diminution in the executive officer’s authority, duties or responsibilities, a material diminution in the executive officer’s base compensation or target bonus opportunity, unless such a reduction is imposed across-the-board to senior management, a material change in the geographic location at which the executive officer must perform his duties, or any other action that constitutes our material breach of the agreement. For purposes of the severance agreements, “change in control” is generally defined as: • a merger or consolidation in which the Company is a party, or the sale of all or substantially all of the Company’s assets, in either case other than a transaction that results in our outstanding voting securities immediately before the transaction continuing to represent a majority of the voting power of the acquiring company’s outstanding voting securities; or • the acquisition by any person of beneficial ownership of the Company’s securities representing more than 50% of the total combined voting power of the Company. A&R 2020 Plan We routinely grant our executive officers stock awards pursuant to our A&R 2020 Plan. In the event of a change in control of the Company, if the successor corporation refuses to assume the awards, or to substitute substantially equivalent awards, the vesting of each outstanding award will be subject to accelerated vesting such that 100% of the awards will become vested and exercisable or payable, as applicable.

  57. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below sets forth, for the year ended December 31, 2025, the base salary, stock awards, and annual cash incentive compensation amounts earned by and all other compensation paid to our NEOs in 2023, 2024 and 2025.

  58. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Paul E. Davis | 2025 | $662,500 | $4,526,022 | $1,228,231 | $37,754 | $6,454,507 | | Chief Executive Officer | 2024 | $625,000 | $5,893,530 | $600,000 | $35,793 | $7,154,323 | | | 2023 | $625,000 | $4,205,746 | $575,625 | $12,256 | $5,418,627 | | Keith A. Jones | 2025 | $463,750 | $1,982,521 | $641,410 | $49,345 | $3,137,026 | | Chief Financial Officer | 2024 | $437,500 | $2,309,802 | $333,750 | $45,932 | $3,126,984 | | | 2023 | $415,000 | $2,834,514 | $286,661 | $11,681 | $3,547,856 | | Kevin Tanji | 2025 | $436,250 | $1,734,800 | $488,295 | $36,822 | $2,696,167 | | Chief Legal Officer & Corporate Secretary | 2024 | $418,750 | $2,021,108 | $255,000 | $28,400 | $2,723,258 | | | 2023 | $400,000 | $1,542,956 | $221,040 | $11,667 | $2,175,663 | | Dr. Mark Kokes | 2025 | $433,750 | $1,734,800 | $480,375 | $35,639 | $2,684,564 | | Chief Licensing Officer & General Manager, Media | 2024 | $415,000 | $1,732,414 | $249,000 | $28,242 | $2,424,656 | | | 2023 | $415,000 | $1,542,956 | $220,156 | $12,063 | $2,190,175 | | Dana Escobar | 2025 | $421,250 | $1,734,800 | $420,649 | $39,525 | $2,616,224 | | Former Chief Licensing Officer & General Manager, Semiconductor | 2024 | $401,250 | $1,732,414 | $236,160 | $36,923 | $2,406,747 | | | 2023 | $375,000 | $977,208 | $189,956 | $11,644 | $1,553,808 |

  59. 2025 Summary Compensation Table

    (1) The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the RSU and PSU awards granted during each reported year, calculated in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures related to service-vesting conditions. The assumptions used in the calculation of the FASB ASC Topic 718 grant-date fair value of each such award are set forth in Note 13 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. For RSU awards, the grant date fair value was determined using the closing share price of the Company’s common stock on the date of grant. The grant date fair value of the PSU awards was estimated utilizing the Monte Carlo valuation model, using the fair value of the Company’s common stock with the effect of market conditions on the date of grant, and assumes the performance goals will be attained. The EBITDA (excluding litigation) performance goals for 2025 PSU Tranche B and 2025 PSU Tranche C were not established at the date of grant in 2025 and, as a result, for accounting purposes, 2025 PSU Tranche B and 2025 PSU Tranche C are not considered granted until the respective EBITDA (excluding litigation) performance goals are established. Accordingly, the grant date fair value of 2025 PSU Tranche A is reported in the Stock Awards column for 2025, but the grant date fair value of 2025 PSU Tranche B and 2025 PSU Tranche C will not be reported in the Stock Awards column until 2026 and 2027, respectively. The grant-date fair values of 2025 PSU Tranche A for each NEO assuming maximum attainment of the performance goals are as follows:

  60. 2025 Summary Compensation Table

    | Name | Grant Date Fair Value at Maximum Attainment ($) | | Paul E. Davis | $3,365,804 | | Keith A. Jones | $1,121,922 | | Kevin Tanji | $981,752 | | Dr. Mark Kokes | $981,752 | | Dana Escobar | $981,752 |

  61. 2025 Summary Compensation Table

    (2) Represents the annual cash Incentive Compensation Program, which is based on the level of attainment of individual goals and corporate performance goals payable under the Incentive Compensation Program. See further details in the section entitled “Annual Performance-Based Cash Incentive Compensation Program.” (3) For each of our NEOs, the amounts in the “All Other Compensation” column for 2025 consists of the following payments and benefits paid by the Company to or on behalf of the NEOs.

  62. 2025 Summary Compensation Table

    | Name | 401(k) Employer Match ($) | Life Insurance Premiums ($) | Medical Insurance Premiums ($) | Other ($) | Total ($) | | Paul E. Davis | $10,500 | $1,860 | $25,394 | $— | $37,754 | | Keith A. Jones | $10,500 | $1,657 | $36,735 | $453 | $49,345 | | Kevin Tanji | $10,500 | $2,583 | $23,593 | $146 | $36,822 | | Dr. Mark Kokes | $10,500 | $1,546 | $23,593 | $— | $35,639 | | Dana Escobar | $10,500 | $1,527 | $27,122 | $376 | $39,525 |

  63. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The table below sets forth information concerning grants of plan-based awards in 2025 to our NEOs.

  64. 2025 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Paul E. Davis | 3/1/2025 | 3/1/2025 | 337,500 | 675,000 | 1,350,000 | 45,215 | 90,430 | 180,860 | 180,860 | $4,526,022 | | Keith A. Jones | 3/1/2025 | 3/1/2025 | 176,250 | 352,500 | 705,000 | 15,072 | 30,143 | 60,286 | 90,430 | $1,982,521 | | Kevin Tanji | 3/1/2025 | 3/1/2025 | 132,000 | 264,000 | 528,000 | 13,189 | 26,377 | 52,754 | 79,130 | $1,734,800 | | Dr. Mark Kokes | 3/1/2025 | 3/1/2025 | 132,000 | 264,000 | 528,000 | 13,189 | 26,377 | 52,754 | 79,130 | $1,734,800 | | Dana Escobar | 3/1/2025 | 3/1/2025 | 127,500 | 255,000 | 510,000 | 13,189 | 26,377 | 52,754 | 79,130 | $1,734,800 |

  65. 2025 Grants of Plan-Based Awards Table

    (1) NEOs are eligible for these awards under the Company’s Incentive Compensation Program. See further details in the “Annual Performance-Based Cash Incentive Compensation Program” section of the Compensation Discussion and Analysis section above, which includes the actual bonus attainment approved by the Compensation Committee. (2) Reflects 2025 PSU Tranche A for each NEO. The goals and objectives set by the Compensation Committee for the earnout of these PSUs are described in the “Long-Term Compensation” section of the Compensation Discussion and Analysis section above. The PSU awards are subject to acceleration of vesting pursuant to agreements entered into with our NEOs as described in the “Termination of Employment Arrangements and Change in Control Arrangements” section of the Compensation Discussion and Analysis section above. (3) Reflects RSU awards granted to our NEOs that vest as follows: 25% of the shares subject to the equity awards will vest annually, subject to the NEOs continued service as an employee, consultant or director of the Company on the applicable vesting date. The RSU awards are subject to acceleration of vesting pursuant to agreements entered into with our NEOs as described in the “Termination of Employment Arrangements and Change in Control Arrangements” section of the Compensation Discussion and Analysis section above. (4) The amounts reflected in this column represent the grant date fair value, measured in accordance with FASB ASC Topic 718, excluding the effect of any estimated forfeitures related to service-based vesting conditions, and does not reflect whether the recipient has actually realized a financial benefit from these awards. For the methodology of how the grant date fair value is calculated for the stock awards, please see Note 13 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026. For RSU awards, the grant date fair value was determined using the closing share price of the Company’s common stock on the date of grant. The grant date fair value of the PSU awards was estimated utilizing the Monte Carlo valuation model, using the fair value of the Company’s common stock with the effect of market conditions, and assumes the performance goals will be attained at target.

  66. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table The table below sets forth information concerning the number and value of unvested stock awards held by the NEOs at December 31, 2025:

  67. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Paul E. Davis | 4/29/2022 | 9,021 | $155,612 | — | $— | | | 6/1/2022 | 103,504 | $1,785,444 | — | $— | | | 3/1/2023 | 74,286 | $1,281,434 | 445,722 | $7,688,705 | | | 5/9/2024 | 138,375 | $2,386,969 | 553,500 | $9,547,875 | | | 3/1/2025 | 180,860 | $3,119,835 | 542,580 | $9,359,505 | | Keith A. Jones | 8/15/2022 | 58,134 | $1,002,812 | — | $— | | | 3/1/2023 | 27,764 | $478,929 | 371,808 | $6,413,688 | | | 5/9/2024 | 69,187 | $1,193,476 | 184,500 | $3,182,625 | | | 3/1/2025 | 90,430 | $1,559,918 | 180,858 | $3,119,801 | | Kevin Tanji | 3/22/2022 | 6,250 | $107,813 | — | $— | | | 10/19/2022 | 15,984 | $275,724 | — | $— | | | 3/1/2023 | 34,822 | $600,680 | 139,288 | $2,402,718 | | | 5/9/2024 | 60,540 | $1,044,315 | 161,440 | $2,784,840 | | | 3/1/2025 | 79,130 | $1,364,993 | 158,262 | $2,730,020 | | Dr. Mark Kokes | 10/19/2022 | 15,984 | $275,724 | — | $— | | | 3/1/2023 | 34,822 | $600,680 | 139,288 | $2,402,718 | | | 5/9/2024 | 51,892 | $895,137 | 138,380 | $2,387,055 | | | 3/1/2025 | 79,130 | $1,364,993 | 158,262 | $2,730,020 | | Dana Escobar | 3/22/2022 | 1,875 | $32,344 | — | $— | | | 5/16/2022 | 5,000 | $86,250 | — | $— | | | 10/19/2022 | 13,320 | $229,770 | — | $— | | | 3/1/2023 | 22,054 | $380,432 | 88,216 | $1,521,726 | | | 5/9/2024 | 51,892 | $895,137 | 138,380 | $2,387,055 | | | 3/1/2025 | 79,130 | $1,364,993 | 158,262 | $2,730,020 |

  68. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    (1) Reflects RSU awards that vest as follows: 25% of the shares subject to the equity awards will vest annually, subject to the NEO’s continued service as an employee, consultant or director of the Company on the applicable vesting date. The RSU awards are subject to acceleration of vesting pursuant to agreements entered into with the respective NEO as described and referenced under the “Termination of Employment Arrangements and Change in Control Arrangements” section of the Compensation Discussion and Analysis section above. (2) This value is based on the December 31, 2025 closing price per share of our common stock of $17.25 as reported by the Nasdaq Global Select Market and for PSU awards granted to our NEOs, at 200% of target. (3) Represent PSU awards granted to our NEOs with a three-year cliff service-vesting period. The goals and objectives set by the Compensation Committee for the performance vesting of these PSUs are described in the “Long-Term Compensation” section of the Compensation Discussion and Analysis section above. The PSU awards are subject to acceleration of vesting pursuant to agreements entered into with our NEOs as described in the “Termination of Employment Arrangements and Change in Control Arrangements” section of the Compensation Discussion and Analysis section above.

  69. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The table below sets forth information concerning the number of shares acquired on vesting of stock awards in 2025 and the value realized upon vesting by such NEOs. Our NEOs did not exercise any stock options during 2025.

  70. 2025 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Paul E. Davis (2) | 1,160,137 | $14,973,219 | | Keith A. Jones | 95,080 | $1,298,165 | | Kevin Tanji | 66,075 | $1,052,126 | | Dr. Mark Kokes | 63,018 | $1,020,339 | | Dana Escobar | 50,395 | $786,598 |

  71. 2025 Option Exercises and Stock Vested Table

    (1) Amounts realized from the vesting of stock awards are calculated by multiplying the number of shares that vested by the fair market value of a share of our common stock on the vesting date. (2) Includes the vesting of the 2022 PSU awards granted to Mr. Davis on April 29, 2022 and June 1, 2022, see “Results of 2022 PSU – Achieved”.

  72. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS We do not offer any plans that provide for specified retirement payments and benefits other than the 401(k) Plan generally available to all employees.

  73. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION We do not offer nonqualified deferred compensation to our employees.

  74. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table describes certain potential payments that each NEO would receive upon certain terminations of employment, including a termination of employment in connection with a change in control of the Company, assuming (1) that the termination and/or change in control, if applicable, occurred on December 31, 2025, and (2) a price per share of our common stock of $17.25, which represents the closing market price of our common stock as reported by the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025. Amounts in the “Value of Stock Award Acceleration” column below are based upon target level performance for PSUs outstanding as of December 31, 2025. For more information on the terms of the severance agreements with our NEOs and the terms of the equity incentive awards held by our NEOs under the Company’s A&R 2020 Plan, see “Termination of Employment Arrangements and Change in Control Arrangements” and “Long-Term Compensation”, respectively, in the Compensation Discussion and Analysis section above.

  75. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Triggering Event | Cash Severance | Value of Stock Award Acceleration | Health Benefits | Total | | Paul E. Davis | Resignation for Good Reason or Termination Other Than for Cause More Than 3 Months Prior or More Than 12 Months Following a Change in Control | $2,025,000 | $8,001,740 | $54,194 | $10,080,934 | | | Resignation for Good Reason or Termination Other Than for Cause Within 3 Months Prior or Within 12 Months Following a Change in Control | $2,700,000 | $22,027,336 | $72,259 | $24,799,595 | | Keith A. Jones | Termination Other Than for Cause More Than 3 Months Prior or More Than 12 Months Following a Change in Control | $822,500 | $— | $33,697 | $856,197 | | | Resignation for Good Reason or Termination Other Than for Cause Within 3 Months Prior or Within 12 Months Following a Change in Control | $822,500 | $10,593,191 | $33,697 | $11,449,388 | | Kevin Tanji | Termination Other Than for Cause More Than 3 Months Prior or More Than 12 Months Following a Change in Control | $704,000 | $— | $32,804 | $736,804 | | | Resignation for Good Reason or Termination Other Than for Cause Within 3 Months Prior or Within 12 Months Following a Change in Control | $704,000 | $7,352,312 | $32,804 | $8,089,116 | | Dr. Mark Kokes | Termination Other Than for Cause More Than 3 Months Prior or More Than 12 Months Following a Change in Control | $704,000 | $— | $32,358 | $736,358 | | | Resignation for Good Reason or Termination Other Than for Cause Within 3 Months Prior or Within 12 Months Following a Change in Control | $704,000 | $6,896,429 | $32,358 | $7,632,787 | | Dana Escobar | Termination Other Than for Cause More Than 3 Months Prior or More Than 12 Months Following a Change in Control | $680,000 | $— | $32,134 | $712,134 | | | Resignation for Good Reason or Termination Other Than for Cause Within 3 Months Prior or Within 12 Months Following a Change in Control | $680,000 | $6,308,325 | $32,134 | $7,020,459 |

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Assuming (1) that the change in control occurred on December 31, 2025, and (2) a price per share of our common stock of $17.25, which represents the closing market price of our common stock as reported by the Nasdaq Global Select Market on December 31, 2025, the last trading day of 2025, the value of the unvested PSUs held by each NEO that would have accelerated in connection with the consummation of such change in control is as follows: Mr. Davis: $13,298,042; Mr. Jones: $6,358,056; Mr. Tanji: $3,958,788; Dr. Kokes: $3,759,896; and Mr. Escobar: $3,319,400. For more information on the terms of the severance agreements with our NEOs and the terms of the equity incentive awards held by our NEOs under the Company’s A&R 2020 Plan, see “Termination of Employment Arrangements and Change in Control Arrangements” and “Long-Term Compensation”, respectively, in the Compensation Discussion and Analysis section above. Mr. Escobar’s departure on March 13, 2026 and the severance payments and benefits that he is eligible to receive in connection with the termination are described above in the section titled “Termination of Employment Arrangements and Change in Control Arrangements – Severance Agreements with the Other Named Executive Officers”

  77. CEO PAY RATIO

    CEO PAY RATIO Item 402(u) of Regulation S-K requires us to disclose the ratio of our CEO’s annual total compensation to the annual total compensation of the “median compensated” employee of all our employees (other than our CEO). This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll records and the methodology described below. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. To identify our median employee from our employee population in 2025, we compared the base pay and annual cash incentive awards of our approximately 150 employees in the U.S. as reflected in our records as of December 31, 2025. This compensation measure was consistently applied to all our employees included in the calculation. For simplicity, we calculated annual base pay using a reasonable estimate of the hours worked during 2025 for hourly employees and actual salary paid for our remaining employees. As of December 31, 2025 our total employee population consisted of approximately 150 individuals, including 4 employees located outside of the U.S. (3 in the United Kingdom and 1 in the Republic of Korea). The 2025 annual total compensation for the median employee was calculated at $448,176, and the annual total compensation of our CEO, Mr. Davis, was $6,454,507. Therefore, the ratio of annual total compensation of our Chief Executive Officer to our median employee for 2025 was 14 to 1. The decrease in the foregoing 2025 ratio as compared to the 2024 ratio was primarily attributable to a decrease in the 2025 annual total compensation for Mr. Davis (as compared to his 2024 annual total compensation), which was significantly driven by the change in structuring of the 2025 PSU Awards pursuant to which only the grant date fair value of 2025 PSU Tranche A was reported in the Summary Compensation Table for 2025 for Mr. Davis.

  78. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, the following Pay Versus Performance table (the “PVP Table”) provides information about the executive compensation for our principal executive officers (“PEO”) and non-PEO NEOs for 2021, 2022, 2023, 2024 and 2025 (each a “Covered Year”). The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider: • The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables, without adjustment. • As required pursuant to Item 402(v) of Regulation S-K, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable NEOs. However, these CAP amounts may not necessarily reflect compensation actually earned, realized or received by our NEOs for their service in the Covered Years, respectively. More information on our compensation program, the relationship between pay and performance, and decisions for the 2025 performance year can be found in the Compensation Discussion and Analysis section above.

  79. Pay Versus Performance Table

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

  80. Pay Versus Performance Table

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Summary Compensation Table Total for First PEO (b)(1) | Compensation Actually Paid to First PEO (c)(1) (2) | Summary Compensation Table Total for Second PEO (b)(1) | Compensation Actually Paid for Second PEO (c)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (d)(1) | Average Compensation Actually Paid for Non-PEO NEOs (e)(1)(2) | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | Net Income (Loss) (h)(4) | Company- Selected Measure: Revenue (i)(5) | | 2025 | $6,454,507 | $7,368,825 | N/A | N/A | $2,783,495 | $4,014,782 | $160 | $134 | $111,075,000 | $443,386,000 | | 2024 | $7,154,323 | $14,137,740 | N/A | N/A | $2,670,411 | $3,542,822 | $128 | $119 | $64,623,000 | $376,024,000 | | 2023 | $5,418,627 | $11,257,628 | N/A | N/A | $2,366,876 | $3,506,499 | $111 | $107 | $67,372,000 | $388,788,000 | | 2022 | $11,672,287 | $11,549,710 | $9,519,644 | $(5,788,968) | $3,091,638 | $(66,111) | $83 | $91 | $(295,880,000) | $438,933,000 | | 2021 | N/A | N/A | $11,266,837 | $6,106,157 | $4,351,075 | $2,273,331 | $91 | $115 | $(55,457,000) | $391,212,000 |

  81. Pay Versus Performance Table

    (1) Paul E. Davis is listed as our “First PEO” and served as our PEO in 2025, 2024 and 2023 and also for the last quarter of 2022, following the Separation. Jon Kirchner is listed as our “Second PEO” and served as our PEO for all of 2021 and the first three quarters of 2022, prior to Separation. For 2025, 2024 and 2023, our non-PEO NEOs consisted of Keith A. Jones, Kevin Tanji, Dr. Mark Kokes and Dana Escobar. For 2022, our non-PEO NEOs consisted of Keith A. Jones, Kevin Tanji, Dr. Mark Kokes, Dana Escobar, Robert Andersen, Samir Armaly, and Geir Skaaden. For 2021, our non-PEO NEOs consisted of Robert Andersen, Samir Armaly, Matt Milne, and Geir Skaaden. The total compensation for 2022 of our First PEO and post-Separation non-PEO NEOs includes initial equity award grants, sign-on bonuses and other compensation that we do not anticipate recurring in future years. (2) The values included in columns (c) and (e) reflect the amount set forth in columns (b) and (d), respectively, for each Covered Year, with the following adjustments in accordance with Item 402(v) of Regulation S-K.

  82. Pay Versus Performance Table

    | First PEO | | | | | | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Summary Compensation Table - Total Compensation (column (b)) | N/A | $11,672,287 | $5,418,627 | $7,154,323 | $6,454,507 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | N/A | $10,119,620 | $4,205,746 | $5,893,530 | $4,526,022 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | N/A | $11,246,057 | $6,127,669 | $7,553,891 | $6,087,748 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | N/A | $(1,177,348) | $3,929,284 | $5,443,314 | $1,324,583 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | N/A | $— | $— | $— | $— | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | N/A | $(71,666) | $109,982 | $(119,911) | $(1,971,990) | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | N/A | $— | $122,188 | $349 | $— | | = | Compensation Actually Paid (column (c)) | | $11,549,710 | $11,257,628 | $14,137,740 | $7,368,825 |

  83. Pay Versus Performance Table

    | Second PEO | | | | | | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Summary Compensation Table - Total Compensation (column (b)) | $11,266,837 | $9,519,644 | N/A | N/A | N/A | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $9,926,690 | $8,491,646 | N/A | N/A | N/A | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $7,039,185 | $1,399,078 | N/A | N/A | N/A | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(2,287,824) | $(8,093,722) | N/A | N/A | N/A | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | N/A | N/A | N/A | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,649 | $(122,322) | N/A | N/A | N/A | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | $— | N/A | N/A | N/A | | = | Compensation Actually Paid (column (c)) | $6,106,157 | $(5,788,968) | N/A | N/A | N/A |

  84. Pay Versus Performance Table

    | Non-PEO NEO Average | | | | | | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | | | Summary Compensation Table - Total Compensation (column (d)) | $4,351,075 | $3,091,638 | $2,366,876 | $2,670,411 | $2,783,495 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $3,560,617 | $2,533,681 | $1,724,409 | $1,948,935 | $1,796,730 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $2,684,150 | $1,062,294 | $2,515,988 | $2,487,297 | $2,310,317 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $(1,202,795) | $(777,596) | $313,275 | $375,528 | $638,009 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $— | | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $1,518 | $(565,915) | $34,768 | $(41,480) | $79,692 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | $342,852 | $— | $— | $— | | = | Compensation Actually Paid (column (e)) | $2,273,331 | $(66,111) | $3,506,499 | $3,542,822 | $4,014,782 |

  85. Pay Versus Performance Table

    (3) For each of the Covered Years, TSR for the Company and the Peer Group was calculated based on a deemed fixed investment of $100 for the period starting at market close on December 31, 2020. For purposes of this PVP, our selected Peer Group consists of the Russell 2000 Index, an independently prepared market capitalization weighted index. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (4) Net income (loss) is presented on a consolidated basis and therefore includes net loss attributable to the pre-Separation product business of $0, $0, $0, $(434,272,000) and $(123,440,000) for the years ended December 31, 2025, 2024 and 2023, the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively. Therefore, net income from continuing operations for all such periods was $111,075,000, $64,623,000, $67,372,000, $138,392,000 and $67,983,000, respectively. (5) We consider TSR as our most important financial performance measures used to link compensation actually paid to our Company performance for 2025. As TSR is already required to be disclosed in the PVP Table in accordance with Item 402(v) of Regulation S-K, revenue has been selected as our Company-Selected Measure since it is included in our Incentive Compensation Program and as a metric in our PSU awards granted prior to 2025. The Company’s selected measure of revenue excludes $366,730,000 and $486,484,000 of revenue attributable to the pre-Separation product business for the nine months ended September 30, 2022 and the year ended December 31, 2021. The revenue attributable to the pre-Separation product business was a factor in measuring the Second PEO’s performance for all such periods.

  86. Compensation Actually Paid versus Financial Performance

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