Tonia O’Connor
About Tonia O’Connor
Tonia O’Connor (age 55) has served as an independent director of Adeia Inc. since December 2021 and currently chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee . She holds dual B.A. degrees in broadcast journalism (S.I. Newhouse School) and international relations (Maxwell School) from Syracuse University, and brings extensive executive management, sales, marketing, and media/IP industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kite | Co-founder | Current | Leadership development venture |
| Tone It Up | Chief Executive Officer | 2021–2023 | Led plant-based nutrition brand |
| Chopra Global | Chief Executive Officer | 2019–2021 | Oversaw wellness/media business |
| Univision Communications | President & Chief Revenue Officer | 2008–2018 | Drove revenue strategy across media |
| News Corp’s Gemstar | Leadership roles | Prior to 2008 (dates not disclosed) | Media/IP commercialization experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syracuse University Board of Trustees (private) | Trustee | Current | Athletics; Academic Affairs; Advancement & External Affairs committees |
| Strive International (private) | National Board Member | Current | Workforce development non-profit |
| BetterSpace (private) | Director | Current | Mental well-being/engagement platform |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee Member .
- Independence: Adeia’s Board is comprised of seven members; all directors other than the CEO are independent under Nasdaq rules .
- Attendance and engagement: Board met 10 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors then in office attended the May 2024 Annual Meeting .
- Committee cadence: Compensation Committee held 5 meetings in 2024; Nominating & Corporate Governance held 6; Audit Committee held 6 .
- Governance architecture: Independent Chairman (Daniel Moloney); majority voting in uncontested elections; regular executive sessions; no poison pill; hedging/pledging prohibited; clawback policy in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Paid quarterly |
| Committee chair fee – Compensation | $20,000 | Applies to O’Connor as chair |
| Committee member fee – Nominating & Corporate Governance | $6,000 | Applies to O’Connor as member |
| Equity grant (annual RSUs) | $190,000 | RSU value divided by FMV on grant date; vests at earlier of 1 year or next annual meeting |
| 2024 cash fees (O’Connor) | $76,000 | Sum of base + chair + member fees |
| 2024 stock awards (O’Connor) | $190,012 | Grant-date fair value (ASC 718) |
| 2024 total (O’Connor) | $266,012 | Cash + equity |
| Unvested RSUs outstanding (12/31/2024) | 16,920 | O’Connor |
Performance Compensation
- Non-employee directors receive time-based RSUs that vest on the earlier of the first anniversary of grant or next annual meeting; no performance-conditioned director equity disclosed .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Tenure |
|---|---|---|---|
| fuboTV | Public | Director | 2015–2018 |
| GoldieBlox | Private | Director | 2018–2020 |
| El Rey Network | Private | Director | 2013–2018 |
| BetterSpace | Private | Director | Current |
| Syracuse University Board of Trustees | Private (academic) | Trustee | Current |
| Strive International | Private (non-profit) | National Board Member | Current |
- Compensation Committee interlocks: None; Adeia disclosed no interlocks or insider participation for 2024 beyond independent directors serving on the Compensation Committee .
- Related-party transactions: No specific related-party transactions involving directors disclosed; procedures require Audit Committee review and disclosure; indemnification agreements exist per charter .
Expertise & Qualifications
- Executive management across media and IP licensing; extensive sales and marketing background; board and governance experience; Syracuse dual-degree academic credentials .
- Board skill contribution: Aligns with Adeia’s media/IP licensing focus, revenue generation expertise, and stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Tonia O’Connor | 53,152 | 0.0% | Includes 16,920 RSUs that vest within 60 days of record date (3/11/2025); company shares outstanding 108,444,911 |
| Pledging/Hedging | Prohibited | — | Directors are prohibited from hedging, trading derivatives, or pledging company stock |
| Ownership Guidelines | 3x annual cash retainer | — | Directors expected to hold stock equal to 3x base retainer; as of 12/31/2024, directors were compliant or within grace period |
Director Compensation Structure Analysis
- Cash vs equity mix: O’Connor’s 2024 compensation was ~29% cash ($76k) and ~71% equity ($190k), consistent with Adeia’s standard $190k RSU grant and role-based cash fees .
- No meeting fees; standardized retainers; time-based RSUs align director incentives with shareholder value over annual cycles .
- Governance-friendly features: No hedging/pledging; clawback policy adopted in line with Rule 10D-1; independent compensation advisor engaged (Compensia) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Over 97% of votes cast supported NEO compensation, signaling strong investor support for pay programs overseen by the Compensation Committee chaired by O’Connor .
- Frequency: Adeia holds an annual say-on-pay; Board maintained annual cadence following stockholder preference .
Governance Assessment
- Board effectiveness: O’Connor’s leadership of the Compensation Committee and service on Nominating & Corporate Governance align with Adeia’s strong governance protocols, including majority voting, independent chair, and robust committee activity .
- Independence and engagement: Independent status, documented attendance, and committee workload support investor confidence in oversight quality .
- Alignment and incentives: Director equity grants and ownership guidelines promote alignment; prohibitions on hedging/pledging reduce misalignment risks .
- Potential conflicts: No related-party transactions disclosed and no compensation committee interlocks; continued monitoring warranted given historical industry ties, but no current red flags identified .
- RED FLAGS: None disclosed for O’Connor; Adeia prohibits pledging/hedging, maintains clawback, and reports no interlocks—positive signals for governance and alignment .
Compensation Committee profile: Comprised solely of independent directors and advised by Compensia (independent); committee issued formal CD&A report and maintains negative discretion over incentives—supports rigorous pay governance under O’Connor’s chairmanship .