Joan Gillman
InterDigitalAbout Joan H. Gillman
Joan H. Gillman, 61, has served as an independent director of InterDigital, Inc. since April 2017. She is a former Executive Vice President at Time Warner Cable, COO and President of Time Warner Cable Media, and has extensive experience in media and communications, content distribution, partnerships, M&A, and marketing. She currently chairs IDCC’s Nominating & Corporate Governance Committee and serves on the Audit Committee. The Board has affirmatively determined she is independent under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Cable, Inc. | Executive Vice President | 2006–2016 | Senior leadership across media/communications; COO and President of Time Warner Cable Media guiding operations and monetization |
| Time Warner Cable Media, LLC | COO; President | 2006–2016 | Led media operations and advanced advertising initiatives |
| OpenTV (Static2358 subsidiary) | President, Static2358 (interactive TV/games/production) | Not disclosed | Drove interactive TV product and content strategy |
| British Interactive Broadcasting (BSkyB/BT/HSBC/Matsushita JV) | Director, Business Development | Not disclosed | Developed digital/interactive TV partnerships in the UK |
| U.S. Senate office | Legislative Director; State Director | Not disclosed | Public affairs leadership; policy and constituent engagement |
| Centrica plc | Non-Executive Director | 2016–2021 | Safety/Health/Environment/Security; Remunerations & Ethics; Nominating committees |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Airgain, Inc. (Nasdaq: AIRG) | Director | Since 2016 | Audit Committee member; Chair, Nominating & Corporate Governance Committee |
| Cumulus Media (Nasdaq: CMLS) | Director | Since 2018 | Compensation Committee; Nominating Committee member |
| Jesuit Volunteer Corps | Chair | Since May 2018 | Board chair, nonprofit governance |
| David T. Langrock Foundation | Foundation Manager & Trustee | Not disclosed | Philanthropic governance |
Board Governance
- Committee assignments: Audit Committee member; Chair, Nominating & Corporate Governance Committee .
- Committee activity in 2024: Audit (9 meetings), Human Capital (5), Nominating & Corporate Governance (4), Finance (4) .
- Independence: Board annually reviews relationships; Gillman deemed “independent” under SEC and Nasdaq rules .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee scope includes cybersecurity, data privacy, ERM, internal controls, and external auditor oversight; Audit Committee report lists Gillman as a member .
Fixed Compensation
| Component | Amount/Policy | 2024 Detail |
|---|---|---|
| Board annual cash retainer (member) | $65,000 | Standard for non-employee directors |
| Chairman of the Board retainer (additional) | $75,000 | Applies only to Chairman, not Gillman |
| Audit Committee | Chair: $30,000; Member: $12,000 | Gillman is a member (not chair) |
| Human Capital Committee | Chair: $25,000; Member: $10,000 | Not applicable to Gillman |
| Nominating & Corporate Governance Committee | Chair: $15,000; Member: $7,500 | Gillman is Chair |
| Finance Committee | Chair: $15,000; Member: $7,500 | Not applicable to Gillman |
| Additional meeting fees | $4,000 per Board mtg over threshold; $1,000 per committee mtg over threshold | Paid if attendance exceeds program thresholds |
| Per diem (mgmt-requested events) | $1,000 (with Human Capital approval) | As applicable |
| Director | Fees Earned or Paid in Cash (2024) | Source |
|---|---|---|
| Joan H. Gillman | $102,000 |
Notes:
- Gillman’s cash total reflects Board/committee retainers plus any applicable additional meeting/per diem fees under program rules .
Performance Compensation
| Grant Date | Award Type | Number of RSUs | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| 6/5/2024 | RSU (Director annual grant) | 1,711 | $200,000 | Vests in full one year from grant date | RSU accrues dividend equivalents; deferral election permitted per plan rules |
Performance metrics table for directors:
| Metric Category | Applied to Director Equity in 2024 | Detail |
|---|---|---|
| Revenue/EBITDA/TSR performance conditions | None | Director RSUs are time-based, not performance-conditioned |
| Dividend equivalents | Yes | Credited on unvested RSUs; paid in shares upon vest/deferral end |
As of 12/31/2024, Gillman had 1,711 unvested RSUs outstanding; no options outstanding for any non-employee directors .
Other Directorships & Interlocks
| Company | Industry Linkage to IDCC | Potential Interlock/Conflict Note |
|---|---|---|
| Airgain (antenna technologies) | Adjacent to wireless networking ecosystems | No related-party transactions disclosed; director independence affirmed |
| Cumulus Media (radio/broadcast) | Media/content distribution (historical expertise) | No related-party transactions disclosed; independence affirmed |
| Centrica plc (2016–2021) | Energy/services (no direct overlap) | Historical role ended 2021 |
- Related-party transactions: None disclosed involving Gillman; Board independence assessment includes review of transactions/relationships annually .
- Pledging: The company states none of the reported shares are pledged as security as of March 31, 2025 .
Expertise & Qualifications
- 20+ years executive experience in media/communications, advanced advertising, content distribution; partnership/M&A/marketing competencies .
- Audit Committee member; Board states all Audit members are financially literate; Audit Committee financial experts identified as Kritzmacher, Hutcheson, Markley (Gillman not designated an “audit committee financial expert”) .
- Governance leadership: Chair of Nominating & Corporate Governance at IDCC and Airgain; committee experience across compensation and ethics at prior boards .
Equity Ownership
| Holder | Common Shares Beneficially Owned (3/31/2025) | Percent of Class | Unvested RSUs Outstanding (12/31/2024) |
|---|---|---|---|
| Joan H. Gillman | 2,341 | <1% | 1,711 |
| Source: Beneficial ownership table and director RSU outstanding table . |
Stock ownership guidelines (directors):
- Target: 5× annual Board cash retainer ($65,000), measured by 200-trading-day average share price; qualifying stock includes common shares and RSUs .
- Compliance: As of March 31, 2025, all non-employee directors either met target or had remaining time; those below target must retain ≥50% of after-tax shares from vesting until target met; dispositions below target require Human Capital Committee approval .
- Hedging: Insider trading policy prohibits hedging by directors, officers, employees, consultants .
Insider transactions (Form 4):
| Date | Security | Amount | Price | Nature |
|---|---|---|---|---|
| 10/22/2025 | Common Stock via RSU dividend equivalents | 38.3545 | $0.00 | RSUs credited as dividend equivalents on unvested RSUs; attorney-in-fact signature |
Governance Assessment
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Positives:
- Independence affirmed; no related-party transactions or pledging; hedging prohibited, supporting alignment .
- Active committee leadership as Chair of Nominating & Corporate Governance and member of Audit; Audit scope includes cybersecurity and ERM oversight—key risk areas for IDCC .
- Attendance and engagement: ≥75% meeting attendance across Board/committees; full Board attendance at annual meeting .
- Compensation mix balanced with meaningful equity ($200k RSU) and cash ($102k), promoting alignment; standardized director ownership guidelines in place .
-
Watch items:
- Multiple external commitments (Airgain, Cumulus, nonprofit leadership) could elevate time demands; monitor attendance and committee workload for sustained engagement .
- Not designated as “audit committee financial expert”; however, financially literate and serves on Audit; ensure Audit Committee composition maintains deep technical financial oversight .
-
Overall signal: Governance profile exhibits independence, committee leadership, and alignment through equity and ownership guidelines, with no apparent conflicts or related-party exposure disclosed—a supportive signal for investor confidence .