Keith A. Jones
About Keith A. Jones
Keith A. Jones, 54, is Chief Financial Officer of Adeia Inc., joining in 2022 after senior finance roles at Rambus, ShoreTel, PDF Solutions, Interwoven, and Deloitte; he holds a B.S. in Business Administration (Accounting) from California State University, Fresno . During his tenure, Adeia’s revenue was $438.9M in FY2022, $388.8M in FY2023, and $376.0M in FY2024 (FY24 down ~3% YoY and ~14% vs FY22) [GetFinancials: Revenues FY2024 376.0 with citation; FY2023 388.8; FY2022 438.9]* . Adeia emphasizes pay-for-performance with annual incentives tied to revenue and non-GAAP opex, and long-term PSUs tied 50% to stock price appreciation (with a relative TSR modifier) and 50% to long-term revenue; TSR is highlighted as a key linkage in pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rambus | VP Finance; Interim CFO; previously CAO/Corporate Controller/VP Finance | Feb 2018–2022 | Led global finance incl. planning, tax, treasury, controls, reporting |
| ShoreTel (acquired by Mitel) | WW Corporate Controller, VP Finance, Principal Accounting Officer | Jan 2011–Feb 2018 | Oversaw reporting, internal controls, treasury |
| PDF Solutions | CFO & VP Finance | Jul 2003–Mar 2010 | Led overall financial management incl. M&A activities |
| Interwoven | Senior leadership roles | Sep 2001–Jul 2003 | Finance leadership |
| e-Time Capital | Senior leadership roles | Apr 2000–Jul 2001 | Finance leadership |
| Deloitte & Touche LLP | Audit Manager | Jul 1994–Apr 2000 | Public accounting and audit experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Jones |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 165,057 | 415,000 | 437,500 |
| All Other Compensation ($) | 3,650 | 11,681 | 45,932 |
| Total Cash Comp (Salary + All Other) ($) | 168,707 | 426,681 | 483,432 |
Notes:
- 2022 includes a $100,000 signing bonus (reflected in Bonus column) .
- 2024 “Approved Salary” used for incentive payout calculations was $445,000 (administrative base for plan computations) .
Performance Compensation
Annual bonus (Incentive Compensation Plan) design and payout for 2024:
- Weighting: Revenue 50%, Non-GAAP Operating Expenses (ex-litigation) 30%, Strategic/Business Goals 20% for all NEOs including CFO .
- Goal outcomes: Revenue achieved $376.0M (70% factor); Non-GAAP opex achieved $130.1M (200% factor); Strategic goals at 100% .
- Governance cap: Because revenue was below target, Corporate Factor Achievement was capped at 100% despite weighted calc of 115% .
- CFO target bonus: 75% of base; CFO 2024 payout: $333,750 (100% Corporate Factor; 100% Individual Factor) .
| Metric | Weight | Target | Actual/Result | Payout Factor |
|---|---|---|---|---|
| Revenue | 50% | $400M (100% payout) | $376.0M → 70% (linear) | 70% |
| Non-GAAP Opex (ex-lit) | 30% | $137M (100%), $132M (200%) | $130.1M → 200% | 200% |
| Strategic/Business Goals | 20% | Qualitative milestones | Achieved | 100% |
| Corporate Factor (after cap) | — | — | Capped at 100% | 100% |
| Individual Factor (CFO) | — | — | Approved at 100% | 100% |
| CFO Bonus ($) | — | $333,750 target | $333,750 paid | 100% |
Long-term incentives (equity) and vesting:
- Mix: For Jones and other non-CEO NEOs, 50% PSUs, 50% RSUs in 2024 .
- RSUs: Time-vest, 25% annually over 4 years .
- PSUs (2024 grant): 3-year cliff; 50% based on 3-year stock price appreciation (with relative TSR modifier ±20% vs Russell 2000 and 100% cap if absolute TSR negative); 50% based on 3-year revenue CAGR targets (threshold 3%, target 6%, max 9%) .
| 2024 Grant (3/1/2024 approval) | RSUs (#) | PSUs (Target #) | Grant-Date Fair Value ($) |
|---|---|---|---|
| Keith A. Jones | 92,250 | 92,250 | 2,309,802 |
Multi-year compensation (as reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 2,143,385 | 2,834,514 | 2,309,802 |
| Non-Equity Incentive ($) | 117,150 | 286,661 | 333,750 |
| Total Compensation ($) | 2,529,242 | 3,547,856 | 3,126,984 |
Equity Ownership & Alignment
- Beneficial ownership: 180,635 shares (0.2% of outstanding as of 3/11/2025) .
- Unvested equity as of 12/31/2024:
- RSUs: 116,268 (8/15/2022); 41,647 (3/1/2023); 92,250 (5/9/2024) .
- PSUs (target/uneamed): 92,952 (3/1/2023); 46,125 (5/9/2024) .
- Options: None outstanding for current NEOs; no stock option grants in recent years .
- Stock ownership guidelines: Executives must hold 1x base salary; all Executives in compliance or within grace period as of 12/31/2024 .
- Hedging/pledging: Prohibited (no derivatives, hedging, or pledging; no margin accounts) .
- Section 16 compliance: Company reports full compliance for 2024 .
Vesting and potential selling pressure:
- RSUs vest annually in four equal tranches from each grant date (e.g., for the 5/9/2024 grant, tranches on or about each anniversary through 2028), creating predictable supply events absent 10b5-1 or blackout constraints .
Employment Terms
- Severance (non-CIC termination without cause): Lump sum cash equal to 100% of base salary plus target annual bonus (prorated for the year of termination), and up to 12 months of health benefits .
- CIC double trigger (termination without cause or resignation for good reason within 3 months prior to or 12 months post-CIC): Lump sum cash equal to 100% of base salary plus target annual bonus, up to 12 months of health benefits, and immediate acceleration of all outstanding equity (performance awards vest at target unless otherwise specified) .
- PSU single-trigger on CIC: 2024 PSUs vest on change of control based on the change-of-control price for stock price component and at target for revenue component (independent of termination) .
- Clawback: Amended and Restated Compensation Recovery Policy (effective Oct 24, 2023) for accounting restatements; equity plan includes additional recoupment for competitive/harmful activity or termination for cause .
- No tax gross-ups; no executive employment contracts; Committee can exercise negative discretion; insider trading policy in place .
Potential payments (illustrative, as of 12/31/2024 at $13.98/share):
| Scenario | Cash Severance | Equity Acceleration | Health Benefits | Total |
|---|---|---|---|---|
| Non-CIC Termination (without cause) | $778,750 | — | $48,767 | $827,517 |
| CIC Double-Trigger (good reason/without cause) | $778,750 | $6,854,955 | $48,767 | $7,682,472 |
Performance & Track Record
Operating performance during Jones’ tenure (fiscal years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 438,933,000 | 388,788,000 | 376,024,000 |
| EBITDA ($) | 275,868,000* | 240,837,000* | 215,041,000* |
| EBITDA Margin (%) | 62.85%* | 61.95%* | 57.19%* |
- Revenue declined ~3% in FY2024 and ~14% vs FY2022, reflecting timing effects of large license deals and Pay-TV royalty declines offset by new/renewal agreements (e.g., Amazon multi-year license in Q4’24) .
- 2024 cost discipline exceeded plan: non-GAAP opex (ex-litigation) $130.1M vs $137.0M target (200% factor) .
- Note: Asterisked EBITDA values are from S&P Global and not directly cited in filings; Values retrieved from S&P Global.
Compensation Structure Analysis
- Strong at-risk mix: 2024 equity split 50% PSUs / 50% RSUs for CFO; PSUs tied to stock price with relative TSR modifier and long-term revenue CAGR—aligning pay with shareholder outcomes and growth .
- Annual incentive cap aligned to revenue: Committee capped corporate achievement at 100% when revenue missed target, demonstrating discipline on pay-for-performance .
- Governance safeguards: Clawback compliant with 10D-1; no hedging/pledging; no tax gross-ups; no option repricing; no executive employment contracts .
- Say-on-pay support: >97% approval in 2024 indicates investor endorsement of program design .
Related Party Transactions and Red Flags
- No executive-specific related party transactions disclosed for Jones in the proxy excerpts cited.
- Red-flag mitigants: Prohibition on hedging/pledging; no option repricing; clawback policy; Section 16 compliance reported .
Compensation Peer Group and Shareholder Feedback
- 2024 peer group includes companies across media, semiconductor, IP licensing, and tech (e.g., Rambus, InterDigital, Dolby, Semtech, Universal Display, Verra Mobility, others) .
- Say-on-pay: >97% approval; Compensation Committee considers shareholder feedback and maintains annual say-on-pay cadence .
Expertise & Qualifications
- Technical/finance depth: Audit (Deloitte), controllership and CFO roles across communications, semiconductors/IP, and software—fit for Adeia’s IP licensing model .
- Education: B.S. in Business Administration (Accounting), CSU Fresno .
Equity Award Detail and Vesting Schedules (CFO)
| Grant Date | Award Type | Shares/Target | Vesting |
|---|---|---|---|
| 8/15/2022 | RSU | 116,268 | 25% annually over 4 years, time-based |
| 3/1/2023 | RSU | 41,647 | 25% annually over 4 years, time-based |
| 3/1/2023 | PSU | 92,952 | 3-year cliff, performance-based |
| 5/9/2024 | RSU | 92,250 | 25% annually over 4 years, time-based |
| 5/9/2024 | PSU | 46,125 | 3-year cliff, performance-based |
PSU plan mechanics (2024 grant):
- Stock price hurdle: Target at $14.63 (35% increase); Max at $18.43 (70% increase); measured as highest 30-day avg in last 6 months of period; starting base $10.84 (90-day avg pre-grant) .
- Relative TSR vs Russell 2000 modifies payout 80%–120%; capped at 100% if absolute TSR negative .
- Revenue CAGR gates: Threshold $425M (3%), Target $463M (6%), Max $503M (9%) .
- Change in control: Single-trigger vesting as specified above .
Employment Terms (CFO) – Summary Table
| Term | Non-CIC Involuntary (w/o cause) | CIC Double Trigger (w/o cause or good reason) | Notes |
|---|---|---|---|
| Cash Severance | 1x base + 1x target bonus (prorated) | 1x base + 1x target bonus | Lump sum |
| Health Benefits | Up to 12 months | Up to 12 months | COBRA-equivalent |
| Equity | None (unless scheduled to vest within 12 months for CEO only) | Full acceleration; PSUs at target unless specified | CFO receives acceleration in CIC double-trigger |
| PSU CoC Treatment | — | Single-trigger vesting for 2024 PSU (CoC price for stock component; revenue at target) | Award-level term |
Investment Implications
- Alignment and retention: Significant unvested equity (RSUs and PSUs) and a 50% PSU mix create strong multi-year alignment; stock ownership guidelines and anti-hedging/pledging policies further align incentives with shareholders .
- Sensitivity to growth and TSR: Long-term PSU design ties 50% to stock price appreciation (with relative TSR) and 50% to multi-year revenue growth; this should promote durable deal-making and recurring IP revenue growth rather than one-off settlements .
- Pay discipline: 2024 revenue miss triggered a payout cap at 100% Corporate Factor despite overachievement on opex/strategic goals—positive signal for pay governance; CFO’s bonus paid at target (no upside) .
- Vesting overhang: Multi-year RSU tranches will vest annually from 2022–2024 grant cohorts; while this can create periodic supply, insider trading controls and ownership requirements mitigate misalignment; no options outstanding reduces pressure from in-the-money exercises .
- Change-in-control economics: For CFO, severance at 1x base+bonus and equity acceleration only on a CIC double trigger is moderate; however, single-trigger vesting of the 2024 PSU upon CIC could amplify dilution/realization in a transaction scenario .
Footnote: Asterisked EBITDA and EBITDA Margin values are from S&P Global; Values retrieved from S&P Global.
Citations:
- Executive bio, age, officers, ownership, comp design, policies, grants, vesting, severance:
- Business/Revenue commentary:
- Financials: Revenue per GetFinancials with document citations