Mark Kokes
About Mark Kokes
Dr. Mark Kokes is Adeia’s Chief Licensing Officer & General Manager, Media; he joined the company in 2021 after senior IP and strategy roles at NantWorks, BlackBerry, Intertrust, Nokia, Sony Ericsson and HTC. He holds a Ph.D. in Electrical Engineering (SMU) and M.S./B.S. from Texas A&M, and is an inventor on 14 patents with multiple publications, underscoring deep IP monetization and standards expertise . He is 52 years old as of March 26, 2025 . His compensation is explicitly tied to long-term stock price appreciation and revenue performance via PSUs, and 2024 corporate bonus payouts were capped at 100% because revenue missed the company’s target, signaling pay-for-performance discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NantWorks | Chief Intellectual Property Officer | Not disclosed | Led IP for a large healthcare conglomerate |
| BlackBerry | SVP, Intellectual Property, Licensing & Standards | Joined late 2014 | Monetized aggregate IP portfolio; led research and standards efforts |
| Intertrust Technologies | VP, Corporate Development & IP Licensing | Not disclosed | Licensing in trusted distributed computing and cybersecurity |
| Nokia Research Center | Senior engineering/strategy/IP roles | Not disclosed | Engineering, corporate strategy, IP initiatives |
| Sony Ericsson Corporate Technology Office | Senior technology roles | Not disclosed | Corporate technology and IP-related strategy |
| HTC Corporate Strategy Group | Senior strategy roles | Not disclosed | Corporate strategy execution |
External Roles
No public company board roles disclosed for Dr. Kokes in the proxy’s executive officer section .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Maximum Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2022 | $384,793 | 60% | 120% | $212,845 |
| 2023 | $415,000 | 60% | 120% | $220,156 |
| 2024 | $415,000 | 60% | 120% | $249,000 |
Performance Compensation
Annual Performance-Based Cash Incentive (STI) – 2024
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Factor | 80% | Up to 100% if revenue meets target | Capped at 100% because revenue fell short | Included in $249,000 total |
| Individual Factor (Kokes) | 20% | Based on individual efforts tied to goals | 100% approved for Kokes | Included in $249,000 total |
Strategic and Business Goals assessed at 100% achievement: strategy pipeline development and key deal closures (including new customers); launched strategic litigation; strong employee engagement; governance and systems improvements; and new patent filings aligned to portfolio roadmap . To align with investors, above-target bonuses were disallowed when revenue missed the target .
Long-Term Equity (LTI) Structure and 2024 Grants
- RSUs: time-based, vest 25% annually over four years .
- PSUs: performance-based, three-year cliff; vest based on pre-established strategic milestones and annual financial goals, including stock price appreciation and long-term revenue performance .
- Mix: For non-CEO NEOs like Kokes, 50% PSUs / 50% RSUs of annual equity awards .
| Grant Date | RSUs (#) | PSUs Target (#) | Vesting | Total Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 3/1/2024 | 69,190 | 69,190 (Target; Threshold 34,595; Max 138,380) | RSUs: 25% annually; PSUs: 3-year cliff | $1,732,414 (aggregate RSU+PSU) |
2024 equity awards for Kokes were determined using a 90-day average stock price preceding grant and structured to enhance pay-for-performance alignment .
Equity Ownership & Alignment
Beneficial Ownership (as of March 11, 2025)
| Holder | Shares | % of Outstanding |
|---|---|---|
| Dr. Mark Kokes | 118,004 | 0.1% |
- Stock ownership guidelines: 1x base salary for executives; all Executives were in compliance or within grace period as of Dec 31, 2024. Unvested PSUs do not count; unvested RSUs do count toward compliance .
- Hedging/pledging prohibited; employees/directors cannot hedge, trade derivatives, hold shares in margin, or pledge shares as collateral .
2024 Vested Stock Awards
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Dr. Mark Kokes | 45,720 | $553,283 |
Unvested/Unearned Awards Outstanding at 12/31/2024
| Grant Date | Unvested RSUs (#) | Market Value of RSUs ($) | Unearned PSUs (#) | Market/Payout Value of PSUs ($) |
|---|---|---|---|---|
| 11/15/2021 | 12,325 | $172,304 | — | — |
| 10/19/2022 | 31,968 | $446,913 | — | — |
| 3/1/2023 | 52,233 | $730,217 | 34,822 | $486,812 |
| 5/9/2024 | 69,190 | $967,276 | 34,595 | $483,638 |
Notes: Market values are based on $13.98 closing price on 12/31/2024, with PSU values shown at 50% of target . No option exercises occurred for NEOs in 2024 .
Employment Terms
Severance and Change-in-Control Economics (Assuming event on 12/31/2024; stock price $13.98)
| Triggering Event | Cash Severance | Stock Award Acceleration | Health Benefits | Total |
|---|---|---|---|---|
| Termination without Cause (outside CoC window) | $664,000 | — | $31,040 | $695,040 |
| Resignation for Good Reason or Termination without Cause (within 3 months prior/12 months post CoC) | $664,000 | $3,985,859 | $31,040 | $4,680,899 |
Key terms:
- NEO Severance Agreements effective Feb 9, 2023; initial 3-year term with automatic one-year renewals; extended 12 months post-CoC if otherwise expiring .
- Outside CoC window: lump-sum 100% of base salary + prorated target bonus, plus up to 12 months of health benefits .
- Within CoC window: lump-sum 100% of base salary + target bonus; acceleration of equity awards (with performance awards vesting at target unless award documents specify otherwise); up to 12 months of health benefits .
- No single-trigger cash severance; double-trigger structure for cash payouts, improving alignment with shareholder interests .
Other policies and practices:
- Clawback: Amended and Restated Compensation Recovery Policy (effective Oct 24, 2023) requires recoupment of erroneously awarded incentive-based compensation after an accounting restatement; equity plan also permits recoupment for competitive or harmful activities or termination for cause .
- Insider Trading Policy: prohibits hedging, pledging, derivative trading, short sales, and margin accounts .
- Perquisites and tax gross-ups: Company does not generally provide perquisites; no tax gross-ups for parachute payments .
- Deferred compensation and pension: No nonqualified deferred compensation and no pension plans beyond a tax-qualified 401(k) .
Investment Implications
- Alignment and retention: Kokes’ equity-heavy mix (50% PSUs/50% RSUs for 2024 grants) and strict clawback/anti-hedging/anti-pledging policies align incentives with long-term stock and revenue performance while discouraging risk-taking misaligned with shareholders .
- Vesting-driven supply: With 45,720 shares vested in 2024 and RSUs vesting 25% annually, periodic vesting can create recurring insider share supply; monitor Form 4 filings around quarterly vest dates for potential selling pressure .
- Change-in-control dynamics: Double-trigger cash and significant equity acceleration ($3.99M) in a CoC raise retention value but could motivate negotiated outcomes; outside a CoC, severance is modest ($695K total), limiting windfall risk .
- Pay-for-performance discipline: 2024 bonuses capped at 100% due to revenue shortfall despite goal achievement, reflecting tighter linkage to revenue outcomes; continued PSU structure based on stock price and revenue metrics implies high sensitivity of realized pay to multi-year execution .
Oversight: The Compensation Committee (Tonia O’Connor, Daniel Moloney, Phyllis Turner‑Brim) reviewed and approved the CD&A, engages an independent consultant (Compensia), and enforces robust ownership and trading policies, lowering governance risk .