Jean Rankin
InterDigitalAbout Jean F. Rankin
Jean F. Rankin (age 66) is an independent director of InterDigital, Inc. (IDCC) and has served on the Board since June 2010. A former EVP, General Counsel and Corporate Secretary at LSI Corporation and Agere Systems, she brings deep IP licensing, corporate governance, and semiconductor industry legal experience. The Board has affirmed her independence under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Corporation | EVP, General Counsel & Corporate Secretary | 2007–2014 | Led legal, IP licensing, and stock administration; corporate secretary to LSI Board |
| Agere Systems Inc. | EVP, General Counsel & Corporate Secretary | 2000–2007 | Senior legal leadership across IP and governance |
| Lucent Technologies | Corporate governance and corporate center legal support (M&A, securities, L&E, PR, ERISA, IR, treasury); supervised microelectronics legal | Pre‑2000 | Broad governance and transactional remit supporting microelectronics business |
External Roles
| Category | Details |
|---|---|
| Current public company directorships | None disclosed in biography |
| Prior public company boards | Not disclosed beyond LSI/Agere/Lucent executive roles |
| Private/non-profit/academic roles | Not disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent (affirmed annually by Board) |
| Board leadership | Independent Chairman (S. Douglas Hutcheson); Chair and CEO roles separated |
| Committees (2024) | Chair: Human Capital Committee; Member: Nominating & Corporate Governance Committee |
| Committee meetings (2024) | Human Capital: 5; Nominating & Corporate Governance: 4; Finance: 4; Audit: 9 |
| Board meetings (2024) | 4 meetings; each director attended ≥75% of aggregate Board and committee meetings; all directors attended 2024 annual meeting |
| Interlocks | Human Capital Committee interlocks: none; no committee member was an officer/employee; no reciprocal comp committee interlocks with other companies |
| Code of Ethics / Hedging policy | Code of Ethics in place; hedging of company stock prohibited for directors/officers/employees |
Fixed Compensation
| Component | 2024 Structure | Notes |
|---|---|---|
| Board annual cash retainer (member) | $65,000 | Paid quarterly, pro‑rated as applicable |
| Chairman of the Board (additional) | $75,000 | In addition to member retainer |
| Committee chair retainers | Audit $30,000; Human Capital $25,000; Nominating & Corporate Governance $15,000; Finance $15,000 | |
| Committee member retainers | Audit $12,000; Human Capital $10,000; Nominating & Corporate Governance $7,500; Finance $7,500 | |
| Extra meeting fees | $4,000 per Board meeting beyond 10; $1,000 per committee meeting beyond 10 | |
| Director per diem (special company requests) | $1,000 (requires significant time; subject to Human Capital Committee approval) |
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | 2024 Total ($) |
|---|---|---|---|
| Jean F. Rankin | 105,416 | 200,000 | 305,416 |
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value ($) | Vesting / Terms |
|---|---|---|---|---|
| Annual RSU (non‑employee director) | 6/5/2024 | 1,711 | 200,000 | Vests in full one year from grant; dividend equivalents accrue and are paid only upon vest or end of deferral |
| Annual program design | Board‑term RSU ~ $200k for each non‑employee director | — | — | Time‑based (no performance metrics); deferral election available per plan timelines |
Additional equity governance:
- Stock ownership guidelines for directors: 5× the $65,000 Board cash retainer (target $325,000 equivalent); qualifying stock includes common shares and RSUs; 5‑year compliance window. As of March 31, 2025, all non‑employee directors had either met the target or had more time and were in compliance with retention rules .
- Clawback/forfeiture: Awards are subject to company clawback policy; no tax gross‑ups; no repricing or exchange of options without shareholder approval under the 2025 Plan .
- Change‑in‑control treatment (non‑employee directors): Options/SARs vest; RSU restrictions lapse; performance awards deemed achieved at target (prorated) .
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Other public company boards (current) | None disclosed for Rankin in IDCC 2025 proxy |
| Committee interlocks | None for 2024 Human Capital Committee; no reciprocal comp committee relationships disclosed |
Expertise & Qualifications
- IP licensing and patent strategy expertise aligned to IDCC’s core licensing business .
- Corporate governance best practices from prior chief legal officer and corporate secretary roles at LSI and Agere; oversight of M&A, securities, and governance at Lucent .
- Industry experience spanning storage/networking semiconductors and telecom/microelectronics; mobile industry familiarity noted by Board .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 26,228 shares; represents less than 1% of outstanding common stock |
| Pledged as collateral | None of the reported director/officer shares are pledged |
| Unvested RSUs outstanding (12/31/2024) | 1,711 RSUs (annual 2024 grant) |
| Options outstanding (12/31/2024) | None for non‑employee directors |
| Ownership guidelines compliance | All non‑employee directors either met guideline or are within time to meet; compliance with retention rule |
Director Compensation Structure Notes (Alignment Signals)
- Cash/equity mix: Annual RSU (~$200k) plus cash retainers by role; extra meeting/per‑diem only when thresholds exceeded or special company requests, indicating pay is largely fixed with equity alignment .
- No hedging; clawback policy in place; no director award tax gross‑ups; strong equity plan governance (no evergreen; no repricing) .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support ~97%; the Human Capital Committee (chaired by Rankin) engaged with 25 of the largest investors (~three‑quarters of shares) and held extensive investor outreach through conferences/meetings to incorporate feedback into program design .
Related‑Party/Conflict Screening
- Related person transaction policy administered by the Audit Committee; approval required and must be on arm’s‑length terms and in the company’s best interests .
- Transactions disclosed for directors/officers consist of standard indemnification agreements; no other related‑party transactions identified in the proxy .
- Section 16 compliance: Company reports all directors and officers timely filed in 2024 except one late Form 4 for the CEO; no delinquencies noted for Rankin .
Governance Assessment
-
Strengths
- Independent director with deep IP licensing and governance expertise; chairs Human Capital Committee; member of Nominating & Corporate Governance Committee .
- Verified independence, strong attendance expectations met at the Board level (≥75%+), and independent Board leadership structure .
- Director equity with ownership guidelines (5× retainer) and anti‑hedging policy support alignment; no pledging of shares .
- Human Capital Committee uses an independent advisor (FW Cook) and reports no interlocks, reducing compensation‑setting conflicts .
-
Watch items
- Director equity is time‑based RSUs (no performance conditions), which is standard but offers less direct performance linkage than PSUs; mitigated by ownership guidelines and independent oversight .
- Change‑in‑control terms accelerate non‑employee director awards at target/pro rata, which is customary but should be monitored for overall plan dilution/overhang trends at the company level .
Overall, Rankin presents as a well‑qualified, long‑tenured independent director with relevant licensing/governance credentials, sound committee leadership, and no apparent conflicts or red flags in the latest proxy cycle .