John Kritzmacher
InterDigitalAbout John A. Kritzmacher
Independent director at InterDigital since June 2009; age 64. Former public-company CFO with deep telecom and technology operating experience; designated by the Board as an “audit committee financial expert.” Currently chairs InterDigital’s Audit Committee and serves on the Nominating & Corporate Governance Committee; assessed as independent under Nasdaq and SEC standards. Also serves on the Unisys (NASDAQ: UIS) board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Wiley & Sons, Inc. | EVP & CFO | 2013–2021 | Led finance for global research communications and education provider |
| WebMD Health Corp. | SVP, Business Operations & Organizational Planning | 2012–2013 | Led major restructuring initiative |
| Global Crossing Limited | EVP & CFO | Oct 2008–Oct 2011 | CFO until acquisition by Level 3; global IP telecom solutions |
| Lucent Technologies Inc. | CFO; previously SVP & Corporate Controller | CFO in 2006; 10 years prior | Led planning/execution of Lucent’s merger with Alcatel; subsequently COO, Services Business Group at Alcatel‑Lucent |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Unisys (NASDAQ: UIS) | Director | Current | Audit & Finance; Security & Risk |
Board Governance
- Committee assignments: Audit (Chair) and Nominating & Corporate Governance (Member) .
- Independence: Board affirmed Kritzmacher is independent under SEC and Nasdaq standards .
- Audit committee financial expert: Board designated Kritzmacher (and others) as “financial experts”; expertise derived from prior CFO experience .
- Engagement/attendance: Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings and all 8 directors attended the 2024 annual meeting .
- Committee workload: In 2024, Audit held 9 meetings; Nominating & Governance held 4; Human Capital 5; Finance 4 .
- Board leadership: Independent Chair; Chair and CEO roles separated per governance principles .
- Risk oversight: Audit Committee oversees ERM, cybersecurity, data privacy, and business continuity; receives quarterly reports and briefs the Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual retainer (member) | $65,000 | Paid quarterly in arrears |
| Audit Committee – Chair fee | $30,000 | Annual |
| Nominating & Corporate Governance – Member fee | $7,500 | Annual |
| Meeting fees (above thresholds) | $4,000 per extra Board meeting; $1,000 per extra committee meeting | Thresholds: up to 10 meetings per Board/committee; additional fees above thresholds |
| Per diem (management-requested events) | $1,000 | Requires significant time commitment; subject to Human Capital Committee approval |
| 2024 Fees Earned (cash) | $112,500 | As reported in 2024 Director Compensation Table |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (2024–2025 Board term) | 6/5/2024 | 1,711 | $200,000 | Vests in full one year from grant; dividend equivalents accrue, paid only if vesting occurs |
| Outstanding unvested RSUs at 12/31/2024 | — | 1,711 | — | No options outstanding for non-employee directors |
- Design: Non-employee directors receive an annual RSU grant (~$200,000) time-based; no director options; dividend equivalents accrue and pay only upon vesting; no performance-conditioned metrics for director equity .
- Plan governance: 2025 Equity Incentive Plan prohibits repricing/exchanges without shareholder approval, pays no tax gross-ups, and subjects awards to clawback policy; sets annual non-employee director compensation limit of $750,000 ($1,500,000 for independent Chair or first-year) .
Other Directorships & Interlocks
- Current public board: Unisys; committees noted above .
- Compensation committee interlocks: None—Human Capital Committee had no interlocks; no IDCC executive served on other entities’ boards/comp committees where an interlock would exist .
- Governance limits: Directors generally may serve on no more than four other public company boards (two if serving as an executive officer elsewhere); must notify Chair and Nominating Committee before accepting outside board roles; service must be consistent with conflict policies .
Expertise & Qualifications
- Veteran telecom and high-tech operator with extensive CFO experience across public companies; brings sophisticated accounting, audit, and transaction execution skills (Lucent–Alcatel merger; restructurings) .
- Board-designated audit committee financial expert, meeting Nasdaq financial sophistication requirements .
- Strategic and operational finance expertise aligned to InterDigital’s IP licensing model and ERM needs .
Equity Ownership
| Holding | Amount |
|---|---|
| Beneficial ownership (common stock) | 18,513 shares; less than 1% of outstanding |
| Unvested RSUs (12/31/2024) | 1,711 units |
| Options | None outstanding (non-employee directors) |
| Pledged shares | None of reported shares were pledged |
| Ownership guidelines | 5× the $65,000 cash board retainer (qualifying stock includes common and RSUs); compliance required via 50% post-tax retention until met; directors have five years to comply; as of 3/31/2025, all non-employee directors had met guidelines or remained in compliant progress |
| Hedging policy | Hedging of InterDigital stock prohibited for directors/officers/employees |
Fixed Compensation (Director Program) – Detail
| Item | Policy |
|---|---|
| Payment cadence | Quarterly in arrears; prorated for partial-year service |
| Excess meeting fees | $4,000 (Board); $1,000 (committee) beyond 10 meetings per term |
| Deferred compensation | Directors may defer board fees; none deferred in 2024 |
Board Governance – Additional Signals
- Say-on-pay: 2024 advisory vote support ~97%; Human Capital Committee actively engaged shareholders (reached out to top holders; broad IR engagement) .
- Clawback: Company-adopted clawback policy (2023) compliant with Nasdaq/SEC rules; applies to incentive-based compensation .
- Related-party transactions: Company policy requires Audit Committee approval; disclosure lists indemnification agreements only—no other related-party transactions involving directors were disclosed .
- Section 16 compliance: All directors/officers timely filed, except one Form 4 for the CEO filed one day late; no issues noted for Kritzmacher .
Governance Assessment
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Strengths
- Independence, audit financial expertise, and Audit Chair role bolster oversight quality (financial reporting, controls, ERM, cybersecurity) .
- High engagement via committee workload (Audit: 9 meetings) and board-wide attendance standards; all directors at annual meeting .
- Alignment policies: robust stock ownership guidelines with retention requirements; hedging prohibited; clawback in place; no equity plan tax gross-ups .
- Director compensation structure is balanced (cash retainers + time-based RSUs) with reasonable limits under the 2025 Plan .
-
Watch items
- Equity plan overhang: Total potential fully diluted overhang estimated at 8.28% as of 3/31/2025; would have been 17.8% if 2025 Plan were in place (declines over time). While plan features are governance-friendly, dilution warrants monitoring for shareholder alignment .
- External commitments: Policy limits other public boards; current disclosed external public board is Unisys—no overboarding indicated; ongoing monitoring prudent .
Overall, Kritzmacher’s profile—independent status, extensive CFO credentials, and Audit Committee leadership—supports investor confidence in financial oversight and risk governance at InterDigital. Compensation and ownership policies further align Board interests with shareholders, with no related-party or conflicts disclosed.