V. Sue Molina
About V. Sue Molina
V. Sue Molina is an independent director of Adeia Inc. (ADEA), serving since October 2022 and currently Chairs the Audit Committee; she is 76 years old and has extensive public accounting, audit, and tax expertise stemming from 27 years as a Partner at Ernst & Young and Deloitte & Touche, where she also led Deloitte’s Initiative for the Retention and Advancement of Women; she holds a B.S. in Business Administration and a master’s degree in Accounting from the University of Arizona, and has been designated an “Audit Committee Financial Expert.” The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche | Partner; National Partner in charge of the Initiative for the Retention and Advancement of Women | Until 2004; part of 27-year public accounting career | Led national initiative focused on retention and advancement of women |
| Ernst & Young | Partner | Until 2004; part of 27-year public accounting career | Audit and tax leadership |
| DTS, Inc. | Director | Jan 2008 – Dec 2016 | Board service; industry expertise in media/IP |
| Xperi Corporation | Director | Feb 2018 – May 2020 | Board service; audit/public accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Samba TV, Inc. (private) | Director | Current | Not disclosed |
| Vital Voices Global Partnership (private) | Director | Past | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee members in 2024 were Molina (Chair), Raghavendra Rau, and Adam Rymer; the Audit Committee met six times in 2024; Molina is named an “Audit Committee Financial Expert” under SEC rules .
- Independence: All directors other than the CEO (Paul Davis) were determined to be independent under Nasdaq rules in 2024 .
- Board and committee activity: The Board held 10 meetings in 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Governance policies: Prohibitions on hedging, pledging, and short sales for directors and employees; clawback policy compliant with Exchange Act Rule 10D-1 and an additional equity plan clawback; stock ownership guidelines apply to non-employee directors (3x annual cash retainer, excluding committee fees, with a 3-year grace period) .
Fixed Compensation
| Component | Policy Detail | 2024 Molina Actual ($) |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | 75,000 (includes chair fee) |
| Audit Committee chair retainer | $25,000 | Included above (Chair) |
| Audit Committee member retainer | $12,000 | N/A (Chair, not member fee) |
| Compensation Committee chair retainer | $20,000 | N/A |
| Compensation Committee member retainer | $8,000 | N/A (not a member in 2024) |
| Nominating & Corporate Governance chair retainer | $15,000 | N/A |
| Nominating & Corporate Governance member retainer | $6,000 | N/A |
| Meeting fees | None (retainers paid quarterly) | None |
| Molina Director Compensation | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 20,750 | 83,000 | 75,000 |
| Stock Awards ($) | 110,832 | 189,992 | 190,012 |
| Total ($) | 131,582 | 272,992 | 265,012 |
Performance Compensation
| Equity Feature | Structure | Vesting/Timing | Performance Link |
|---|---|---|---|
| Annual RSU grant to non-employee directors | Number of shares = $190,000 ÷ FMV on grant date | Vests on earlier of first anniversary or next annual meeting; grants typically approved Feb and granted in March after 10-K filing | None; RSUs are time-based (no PSUs/options for directors under policy) |
- Conditional/new plan notes: Annual RSU value for non-executive directors continues to be $190,000; plan documentation caps annual grant-date fair value to a non-employee director at $750,000 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Current private boards | Samba TV, Inc. |
| Prior public company boards | DTS, Inc.; Xperi Corporation |
| Compensation Committee interlocks | None: proxy states no interlocks or insider participation for the Compensation Committee in 2024 and 2023 |
Expertise & Qualifications
- Extensive experience in public accounting (audit and tax); Partner at Ernst & Young and Deloitte & Touche; led Deloitte’s national initiative for retention and advancement of women .
- Designated Audit Committee Financial Expert; financial literacy of all Audit Committee members affirmed under Nasdaq standards .
- Degrees: B.S. in Business Administration and master’s in Accounting, University of Arizona .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Beneficial ownership (shares) | Mar 11, 2025 | 58,544 (0.1% of 108,444,911 shares outstanding) |
| Beneficial ownership (shares) | Mar 13, 2024 | 41,624 (0.0% of 108,452,822 shares outstanding) |
| Unvested RSUs outstanding (non-employee director) | Dec 31, 2024 | 16,920 |
| Unvested RSUs outstanding (non-employee director) | Dec 31, 2023 | 20,320 |
| Stock ownership guidelines (non-employee director) | Policy | 3x annual cash retainer (excludes committee fees), 3-year grace; all directors were compliant or within grace period as of Dec 31, 2024 |
| Hedging/pledging policy | Policy | Prohibited for directors and employees |
| Section 16 filing compliance | 2024 | Company states all directors/officers complied |
Governance Assessment
- Strengths
- Audit leadership and oversight: As Audit Committee Chair and designated Financial Expert, Molina leads financial reporting oversight; Audit Committee met six times in 2024 and recommended inclusion of audited financials in the 10-K; signed the Audit Committee report recommending PwC reappointment for 2025 .
- Independence and engagement: Independent under Nasdaq rules; Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings .
- Alignment mechanisms: Time-based RSU grants ($190k annually) and stock ownership guidelines (3x annual cash retainer) support alignment; hedging/pledging prohibitions and clawback policies reduce misalignment risk .
- Compensation mix and trends
- Cash decreased from $83k (2023) to $75k (2024), consistent with moving off Compensation Committee; equity grant value remained ~$190k per year; no options; annual grants vest on schedule without performance metrics (common for director pay) .
- Potential conflicts and red flags
- Related-party transactions: No Molina-specific related-party transactions disclosed; historical related-party disclosure pertains to legacy executives unrelated to Molina .
- Interlocks: Proxy indicates no Compensation Committee interlocks or insider participation for 2024/2023 .
- Equity risk behaviors: Hedging and pledging are prohibited; Section 16 compliance noted; no pledging or hedging red flags disclosed .
Overall signal: Molina’s deep audit background, independence, and leadership as Audit Committee Chair are positive for investor confidence and financial oversight; director compensation structure is standard (cash retainer + time-based RSUs) with solid ownership and clawback policies; no disclosed conflicts or red flags tied to Molina .