Kevin Tanji
About Kevin Tanji
Kevin Tanji is Chief Legal Officer and Corporate Secretary of Adeia. He is 47, holds a B.S. in biology (summa cum laude) from UCLA and a J.D. from UC Berkeley, and previously led Adeia’s IP legal function pre-separation on October 1, 2022 . Adeia’s executive incentive design ties annual bonuses to revenue and Non-GAAP operating expenses (excluding litigation), plus strategic goals, and its long-term PSUs are driven by three-year stock price appreciation with a relative TSR modifier and long-term revenue performance, aligning compensation with shareholder outcomes . In 2024, Adeia achieved $376.0 million revenue (below target) and $130.1 million Non-GAAP operating expenses (besting target), with corporate bonus achievement capped at 100% due to revenue shortfall .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adeia IP business (pre-separation) | Senior Vice President & General Counsel, IP | Through Oct 1, 2022 | Led legal for IP business during separation preparation |
| TiVo Corporation (predecessor to Xperi Holding Corporation) | SVP, Commercial Legal Affairs | 2016–2020 | Head of commercial legal affairs supporting licensing/commercial execution |
| Rovi Corporation | Director, Commercial Legal Affairs | 2010–2016 | Led commercial legal matters across product and licensing |
| Skadden, Arps, Slate, Meagher & Flom LLP | Corporate finance attorney | Pre-2010 | Corporate finance legal experience (capital markets/transactions) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in executive officer biographies | — | — | No public company directorships or external board roles disclosed in proxy executive officer section |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $374,086 | $400,000 | $418,750 |
| Target Bonus % of Salary | 60% | 60% | 60% |
| Actual Bonus Paid (Non-Equity Incentive) | $205,152 | $221,040 | $255,000 |
| Stock Awards (Grant-date Fair Value) | $1,466,630 | $1,542,956 | $2,021,108 |
| All Other Compensation | $10,551 | $11,667 | $28,400 |
| All Other Compensation Detail (2024) | Amount |
|---|---|
| 401(k) Employer Match | $10,350 |
| Life Insurance Premiums | $1,117 |
| Medical Insurance Premiums | $16,351 |
| Other | $582 |
| Total | $28,400 |
Performance Compensation
| Annual Incentive Metric (2024) | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | 50% | $400 million | $376.0 million | 70% (linear interpolation) |
| Non-GAAP Operating Expenses (ex-litigation) | 30% | $137 million | $130.1 million | 200% |
| Strategic & Business Goals | 20% | Pre-established strategic outcomes | Achieved (new customers, strategic litigation, engagement, processes, patent filings) | 100% |
| Annual Incentive Payout Calculation (2024) | Value |
|---|---|
| Approved Salary | $425,000 |
| Approved Bonus Target (60% of salary) | $255,000 |
| Corporate Factor Achievement | 100% (capped due to revenue miss) |
| Approved Individual Factor | 100% |
| Approved Bonus Payout | $255,000 |
| Long-Term Incentives Structure | Details |
|---|---|
| RSUs | 25% vest annually over 4 years; aligns with share price |
| PSUs | 3-year cliff; earned on stock price appreciation target with relative TSR modifier and long-term revenue performance (50% weighting each within PSUs) |
| 2024 Grant Mix (NEOs other than CEO) | 50% PSUs, 50% RSUs |
| 2024 Equity Grants (March 1, 2024) | RSUs (#) | PSUs (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| Kevin Tanji | 80,720 | 80,720 | $2,021,108 |
| PSU Grant-Date Fair Value at Max Attainment | — | — | $2,229,486 |
Equity Ownership & Alignment
| Beneficial Ownership (Record Date: March 11, 2025) | Shares | % of Outstanding |
|---|---|---|
| Kevin Tanji | 185,098 | 0.2% (of 108,444,911 shares) |
| Stock Ownership Guidelines | Requirement | Compliance Note |
|---|---|---|
| Other Executives | 1x base salary in market value | As of Dec 31, 2024, all Executives were in compliance or within grace period; unvested PSUs excluded; unvested RSUs included |
| Anti-Hedging/Pledging Policy | Prohibition |
|---|---|
| Derivatives, hedging, margin accounts, pledging company stock | Prohibited for employees and directors |
| 2024 Stock Vested | Shares | Value Realized |
|---|---|---|
| Kevin Tanji | 54,510 | $652,264 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | Grant Date | RSUs Unvested (#) | RSUs Market Value ($) | PSUs Unearned (#) | PSUs Market/Payout Value ($) |
|---|---|---|---|---|---|
| Kevin Tanji | 3/9/2021 | 6,250 | $87,375 | — | — |
| 3/22/2022 | 12,500 | $174,750 | — | — | |
| 10/19/2022 | 31,968 | $446,913 | — | — | |
| 3/1/2023 | 52,233 | $730,217 | 34,822 | $486,812 | |
| 5/9/2024 | 80,720 | $1,128,466 | 40,360 | $564,233 |
Employment Terms
| Severance Agreements (NEOs; entered Feb 9, 2023) | Terms |
|---|---|
| Term & Renewal | Initial 3-year term; automatic one-year renewals; term extended 12 months post-CIC if expiration would occur |
| Termination without Cause (outside CIC window) | Lump sum equal to 100% of base salary plus prorated target bonus; up to 12 months health benefits; accrued obligations |
| Termination without Cause or Resignation for Good Reason (within 3 months prior to or 12 months post-CIC) | Lump sum equal to 100% of base salary plus 100% of target bonus; accrued obligations; immediate acceleration of awards scheduled to vest within 12 months and performance awards vest at target unless otherwise specified |
| Executive Employment Contracts | None (no executive officer employment contracts) |
| Potential Payments (Assuming CIC or termination on Dec 31, 2024 at $13.98/share) | Triggering Event | Cash Severance | Stock Award Acceleration | Health Benefits | Total |
|---|---|---|---|---|---|
| Kevin Tanji | Termination Other Than for Cause (outside CIC window) | $680,000 | — | $31,040 | $711,040 |
| Resignation for Good Reason or Termination Other Than for Cause (within 3 months prior or 12 months post-CIC) | $680,000 | $4,373,807 | $31,040 | $5,084,847 |
| Clawback & Recoupment | Scope |
|---|---|
| Amended and Restated Compensation Recovery Policy (effective Oct 24, 2023) | Recoupment of erroneously awarded incentive-based compensation for executive officers during three completed fiscal years preceding an accounting restatement under Rule 10D-1/Nasdaq |
| Equity Plan Recoupment | Board/Comp Committee may recoup proceeds if award holder competes with the Company or is terminated for cause |
| Pension & Deferred Comp | Status |
|---|---|
| Pension (Specified retirement plans beyond 401(k)) | Not offered; only tax-qualified Section 401(k) plan |
| Nonqualified Deferred Compensation | Not offered |
Compensation Peer Group and Governance Signals
| Topic | Details |
|---|---|
| Compensation Consultant | Compensia engaged; determined independent; no conflicts in 2024 |
| 2024 Peer Group | Cass Information Systems; CEVA; Consensus Cloud Solutions; Dolby Laboratories; Everi Holdings; EVERTEC; Gogo; InterDigital; Mitek Systems; Open Lending; Progress Software; PubMatic; Rambus; Semtech; TechTarget; Thryv Holdings; Universal Display; Verra Mobility |
| Policies & Practices | No executive officer employment contracts; clawback policy; insider trading controls; hedging/pledging prohibited; stock ownership guidelines (CEO 3x salary; other executives 1x) |
| Say-on-Pay (2024) | Over 97% of votes cast supported NEO compensation |
| Say-on-Pay (2025 vote) | For: 95,633,558; Against: 1,264,790; Abstain: 58,976; Broker non-vote: 7,067,470 |
Investment Implications
- Pay-for-performance alignment: Tanji’s 2024 bonus tied to revenue and expense discipline (corporate factor capped at 100% due to revenue miss), and half of his annual equity grants are performance-based PSUs with three-year stock price and long-term revenue goals plus a relative TSR modifier, aligning with long-term shareholder outcomes .
- Retention risk: Change-in-control protections with equity acceleration at target (CIC window) and cash severance equal to salary plus target bonus mitigate turnover risk; absence of employment contracts increases flexibility for the company but may modestly elevate retention risk versus guaranteed contracts .
- Trading signals: RSU vesting of 54,510 shares in 2024 indicates consistent supply from time-based awards; insider hedging/pledging is prohibited, reducing forced-selling/hedging-related pressure. Monitor upcoming annual RSU tranches and three-year PSU cliffs for supply events .
- Governance quality and shareholder support: Strong say-on-pay outcomes (2024 >97%; 2025 raw votes overwhelmingly for) and independent consultant usage suggest investor acceptance of pay design; stock ownership guidelines and clawback policy add discipline to incentive outcomes .