Sandeep Vij
About Sandeep Vij
Sandeep Vij (age 59) is an experienced technology and semiconductor executive and board director. He is nominated as an independent director to join Adeia’s Board upon election at the May 8, 2025 annual meeting; his independence is affirmed by the Board and he is slated for Audit and Nominating & Corporate Governance committees if elected . Education: BSEE, San Jose State University; MSEE, Stanford University; Graduate of GE’s Edison Engineering Program and Advanced Courses in Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argean Capital | Managing Partner (co‑founder) | 2018–present | Private investment fund leadership |
| MIPS Technologies, Inc. | President & CEO; Director | Jan 2010 – Feb 2013 | Led processor IP company through sale |
| Cavium Networks, Inc. | VP & GM, Broadband & Consumer Division | May 2008 – Jan 2010 | Operated highly integrated semiconductor products business |
| Xilinx, Inc. | VP WW Marketing, Services & Support (2007–Apr 2008); VP WW Marketing (2001–2006); VP & GM General Products (1997–2001); Director FPGA Marketing (1996) | 1996 – 2008 | Built marketing, product and support capabilities at FPGA leader |
| General Electric | Edison Engineering Program; Advanced Courses | Early career | Technical training foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherent Corp. (Nasdaq: COHR) | Director | Current | Member, Compensation & Human Capital Committee |
| KlearNow.AI (private) | Director | Current | Private company board |
| Kinetica (private) | Director | Current | Private company board |
| Iridia (private) | Director | Current | Private company board |
| Coherent Inc. | Director | Prior | Public company board (prior) |
| MIPS Technologies Inc. | Director | Prior | Public company board (prior) |
Board Governance
- Committee assignments at Adeia (if elected): Audit Committee member; Nominating & Corporate Governance Committee member. Audit Chair: V. Sue Molina; Nom/Gov Chair to be Phyllis Turner‑Brim post‑meeting .
- Independent governance structure: independent chairman (Daniel Moloney); all directors except CEO are independent; majority voting in uncontested elections; regular executive sessions of independent directors .
- Board activity and attendance baseline: Board held 10 meetings in 2024; all then‑serving directors attended at least 75% of Board and committee meetings; all directors in office attended the 2024 annual meeting (Vij not yet on Board) .
- Risk oversight: Audit Committee monitors financial reporting, internal controls, compliance, and cybersecurity; Nom/Gov oversees governance guidelines and director independence; Compensation Committee reviews pay program risk and design .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee director) | $50,000 | Paid in equal quarterly installments |
| Audit Committee member retainer | $12,000 | Annual, paid quarterly |
| Nominating & Corporate Governance member retainer | $6,000 | Annual, paid quarterly |
| Annual RSU grant | $190,000 grant‑date fair value | Shares = $190,000 ÷ FMV on grant date; annual awards vest on earlier of first anniversary or next annual meeting |
| Initial RSU grant (if appointed between annual meetings) | Pro‑rated | Granted on appointment date; pro‑rated award follows same vesting cadence |
If elected and assigned to both Audit and Nom/Gov committees, applicable annual cash retainers would total $68,000 ($50,000 + $12,000 + $6,000), paid quarterly .
Performance Compensation
| Performance‑linked element | Metrics | Vesting/Triggers |
|---|---|---|
| None for non‑employee directors | N/A | Adeia directors receive time‑based RSUs; no director PSUs/options or performance cash bonuses disclosed |
Other Directorships & Interlocks
| Company | Relationship to Adeia | Interlock/Conflict Notes |
|---|---|---|
| Coherent Corp. | Unrelated photonics/semiconductor components firm | Vij serves on its Compensation & Human Capital Committee; no Adeia‑Coherent related‑party dealings disclosed in Adeia’s 2025 proxy |
| KlearNow.AI; Kinetica; Iridia | Private companies | No Adeia related‑party transactions involving Mr. Vij disclosed; Adeia maintains formal procedures and committee oversight for related person transactions and ethics compliance |
Expertise & Qualifications
- Semiconductor and IP licensing domain expertise, former public company CEO (MIPS), senior executive roles across Cavium and Xilinx, and current public board service at Coherent .
- Committee suitability: slated for Audit and Nom/Gov; Audit Chair designated financial expert is Ms. Molina; Vij not designated as financial expert .
- Governance skill set aligned with Adeia’s IP licensing model and strategic growth in media and semiconductors .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| ADEA beneficial ownership (shares) | Not disclosed | Vij is a 2025 new nominee; not listed in beneficial ownership table as of record date March 11, 2025 (108,444,911 shares outstanding) |
| Director stock ownership guideline | 3x annual cash retainer | 3‑year grace period for directors; unvested RSUs count; hedging/pledging prohibited |
| Hedging/Pledging | Prohibited | Applies to directors and employees; derivatives, margin pledging banned |
| Clawback | Adopted | Compensation recovery policy under Rule 10D‑1; equity plan allows recoupment for competition/cause |
Insider Trades
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| N/A | No Adeia Form 4 filings disclosed for Sandeep Vij | — | — | Vij was not an Adeia director or officer at the March 11, 2025 record date; thus no insider activity reported in proxy materials |
Governance Assessment
- Strengths: Independent nominee with deep semiconductor/IP licensing experience; slated to join Audit and Nom/Gov committees; robust governance framework (independent chair, majority independent board, executive sessions, clawback, hedging/pledging ban, stock ownership guidelines) supports investor alignment .
- Engagement baseline: Board met 10 times in 2024 with strong attendance; directors attended 2024 annual meeting; expectations of continued high participation apply to new directors .
- Compensation alignment: Director pay is modest cash plus time‑based RSUs ($190k annual), aligning interests without short‑term performance gaming; independent comp consultant engaged for executive pay, strong say‑on‑pay backing (>97% approval in 2024) indicates shareholder support for governance practices .
- Conflicts/Red flags: No Vij‑specific related‑party transactions disclosed; monitor potential intersections between Argean Capital portfolio or other boards and Adeia counterparties over time; Adeia’s Audit Committee and ethics policies mitigate related‑party risks .