Phyllis Turner-Brim
About Phyllis Turner-Brim
Phyllis Turner‑Brim (age 60) is an independent director at Adeia Inc. (ADEA) since November 3, 2023. She is SVP & Deputy General Counsel at HP Inc., with prior IP leadership roles at Starbucks, Intellectual Ventures, Intermec (Honeywell), Walmart, and Cabot Microelectronics; she holds a B.S. in Chemical Engineering (Illinois Institute of Technology) and a J.D. (University of Cincinnati), and is admitted to practice in TX, WA, IL, and before the USPTO . She is independent under Nasdaq rules; all non‑CEO directors were deemed independent in the latest proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | SVP & Deputy General Counsel, Products, Services & Brand Security | Not disclosed | Leads legal for Personal Systems, Print, Workforce Solutions, 3D Print, Incubation |
| HP Inc. (prior) | SVP & Deputy GC, Innovation & Brand Protection | Not disclosed | Led global IP function (IP sales/licensing, strategy, enforcement, anti‑counterfeiting) |
| Starbucks | Vice President, Assistant General Counsel | Not disclosed | Legal executive at the intersection of IP and technology |
| Intellectual Ventures | Vice President, Chief IP Counsel | Not disclosed | Led outbound licensing, strategic prosecution, patent transactions, IP policy |
| Intermec (now Honeywell) | IP leadership roles | Not disclosed | IP leadership |
| Walmart Stores Inc. | IP leadership roles | Not disclosed | IP leadership |
| Cabot Microelectronics | IP leadership roles | Not disclosed | IP leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Houston Area Urban League | Director (non‑profit) | Not disclosed | Current |
| Intellectual Property Owners Education Foundation | Director (non‑profit) | Not disclosed | Current |
| YMCA of Houston, TX | Director (non‑profit) | Not disclosed | Current |
| American Intellectual Property Law Association | Director (non‑profit) | Not disclosed | Past |
| American Intellectual Property Law Education Foundation | Director (non‑profit) | Not disclosed | Past |
| YMCA of Snohomish County, WA | Director (non‑profit) | Not disclosed | Past |
Board Governance
- Committee assignments (2024): Compensation Committee member; Nominating & Corporate Governance Committee member .
- Succession/Chair role: If re‑elected at the 2025 annual meeting, she will serve as Chair of the Nominating & Corporate Governance Committee (Rau retiring) .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq; includes Turner‑Brim .
- Attendance and engagement: The Board met 10 times in 2024; Compensation met 5; Nominating & Governance met 6; all directors attended at least 75% of Board and committee meetings; all then‑directors attended the May 2024 annual meeting .
- Executive sessions and governance practices: Independent chair; regular executive sessions among independent directors; updated committee charters; clawback policy; hedging/pledging prohibitions; stock ownership requirements .
Fixed Compensation
| Component | Policy/Amount | Turner‑Brim 2024 Actual |
|---|---|---|
| Base annual retainer (cash) | $50,000 | Included in $64,000 cash fees |
| Committee membership retainers | Audit: $12,000; Compensation: $8,000; Nominating & Governance: $6,000 | Compensation ($8,000) + Nominating ($6,000) = $14,000; total cash = $64,000 |
| Committee chair retainers | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $15,000 | Not a chair in 2024 |
| 2024 cash fees (reported) | — | $64,000 |
2024 Director compensation mix for Turner‑Brim: $64,000 cash fees + $190,012 stock awards = total $254,012 .
Performance Compensation
| Equity Element | Structure | Turner‑Brim 2024 |
|---|---|---|
| Annual equity grant | RSUs equal to $190,000 divided by grant‑date FMV; vest at next annual meeting or 1‑year anniversary | $190,012 grant date fair value; 16,920 unvested RSUs outstanding at 12/31/24 |
| Initial appointment grant (pro‑rated) | Pro‑rated RSUs upon mid‑cycle appointment | $105,902 grant on Nov 8, 2023 (vests by next annual meeting or first anniversary) |
- Vesting schedule for director RSUs: annual grants vest on the earlier of first anniversary or next annual meeting .
- No stock options are part of the standard director program; director equity is 100% RSUs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None listed for Turner‑Brim in the Adeia proxy |
| Non‑profit/academic boards | Houston Area Urban League; IP Owners Education Foundation; YMCA of Houston (current) |
| Potential interlocks/conflicts | No related‑party transactions disclosed involving HP, Starbucks, or entities tied to Turner‑Brim in the “Certain Relationships and Related Transactions” section; Audit Committee must approve any related‑party transactions . |
Expertise & Qualifications
- Legal and IP leadership across Fortune 500 and IP licensing entities; extensive IP licensing and enforcement experience .
- Education: B.S. Chemical Engineering (Illinois Institute of Technology); J.D. (University of Cincinnati); admitted in TX, WA, IL and before the USPTO .
- Board skills identified by Adeia: public/private company executive; extensive legal, intellectual property, and management expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Phyllis Turner‑Brim | 28,380 | 0.0% | Includes 16,920 RSUs vesting within 60 days of 3/11/2025 record date |
- Ownership alignment: Non‑employee directors must own stock equal to 3x annual cash retainer (3‑year compliance window); as of 12/31/2024, all directors were compliant or within the grace period .
- Hedging/pledging: Company policy prohibits hedging, pledging, short sales, and derivatives in Company stock by directors and employees .
Governance Assessment
-
Strengths and investor signals
- Independence and committee influence: Independent director serving on Compensation and Nominating & Governance; slated to chair Nominating post‑2025 AGM—positions her to impact board refreshment and governance process .
- Engagement: Board/committee meeting cadence and ≥75% director attendance; annual meeting attendance in 2024 indicates solid engagement .
- Pay alignment: Director pay mix is equity‑heavy (approx. 75% equity in 2024), with standardized RSU vesting; clear stock ownership guidelines, clawback policy, and hedging/pledging prohibitions support alignment and discipline .
- Shareholder support context: Say‑on‑pay approval “over 97%” in 2024 suggests broad investor support for compensation governance (context for comp committee on which she serves) .
-
Watch items / potential conflicts
- External executive role: Senior legal role at HP Inc.; no Adeia‑related party transactions disclosed, but the Audit Committee screens related‑party transactions—continue monitoring for any Adeia‑HP commercial ties that could arise .
- Leadership expansion: Anticipated elevation to Nominating & Governance Chair concentrates governance responsibilities; performance as chair should be monitored (board refreshment, independence determinations, committee composition) .
Director Compensation (Detail)
| Metric (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $64,000 |
| Stock Awards (Grant‑Date Fair Value) | $190,012 |
| Total | $254,012 |
Committee Assignments and Meeting Activity (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 5 | O’Connor (Chair); Moloney; Turner‑Brim |
| Nominating & Corporate Governance | Member (Chair‑elect post‑AGM) | 6 | Rau (Chair through AGM); O’Connor; Turner‑Brim |
| Audit | Not a member | 6 | Molina (Chair); Rau; Rymer |
| Board | Director | 10 | Independent chair; ≥75% attendance for all directors |
Related‑Party & Conflicts Framework
- Audit Committee reviews and approves all related‑party transactions; directors must disclose conflict situations to the CLO under the Code of Conduct .
- No current related‑party transactions disclosed involving Turner‑Brim .
- Indemnification agreements in place for directors; D&O protections per Delaware law and Adeia charter/bylaws .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval exceeded 97% of votes cast; Compensation Committee engages independent consultant (Compensia) and conducts annual risk assessment of pay programs .
RED FLAGS: None disclosed specific to Turner‑Brim. No related‑party transactions involving her; hedging/pledging prohibited; attendance threshold met; compensation is primarily equity‑based with ownership guidelines .