John Markley Jr.
InterDigitalAbout John D. Markley, Jr.
John D. Markley, Jr. (age 59) has served as an independent director of InterDigital since November 2016. He is a private equity and growth investor focused on cloud, mobile, and digital infrastructure, and is recognized by the Board as an “audit committee financial expert.” His background includes FCC policy work that helped launch the commercial spectrum auction process, long-tenured investing roles, and service on the board of Charter Communications, Inc. (CHTR) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bear Creek Capital Management | Managing Partner | 2009–present | Focused on cloud, mobile, and digital infrastructure investments |
| New Amsterdam Growth Capital | Managing Partner | 2014–present | Investor in communications, media, and technology companies |
| Columbia Capital | Partner/Venture Partner/Portfolio Executive | 1996–2009 | Various investment and operating roles |
| Federal Communications Commission (FCC) | Policy Advisor | 1994–1996 | Instrumental in developing/launching spectrum auction process |
External Roles
| Company | Role | Since/Through | Committees/Position |
|---|---|---|---|
| Charter Communications, Inc. (Nasdaq: CHTR) | Director | 2009–present | Chair, Nominating & Corporate Governance; Member, Audit Committee |
| Millennial Media, Inc. | Director (prior) | 2006–2014 | — |
| BroadSoft, Inc. | Director (prior) | 2002–2018 (acquired by Cisco) | — |
Board Governance
- Independence: The Board affirmatively determined Markley is independent under SEC and Nasdaq rules .
- Committee assignments (2024): Chair, Nominating & Corporate Governance; Member, Human Capital (Compensation) .
- Audit committee financial expert: One of three directors designated as such (with Hutcheson and Kritzmacher) .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of aggregate Board and committee meetings; all 8 directors attended the 2024 annual meeting . Committee meetings in 2024: Audit (9), Human Capital (5), Nominating & Corporate Governance (4), Finance (4) .
- Board leadership: Independent Chairman (S. Douglas Hutcheson) and separated CEO/Chair roles .
- Outside board limits: Corporate governance principles limit outside public boards to ≤4 (≤2 if an executive); notification required before joining other boards .
Fixed Compensation
| Component (2024) | Amount/Policy | Source |
|---|---|---|
| Annual Board cash retainer (member) | $65,000 | |
| Chair fee – Nominating & Corporate Governance | $15,000 | |
| Member fee – Human Capital Committee | $10,000 | |
| Meeting fees (above thresholds) | $4,000 per additional Board meeting; $1,000 per additional committee meeting | |
| Per diem for special company-requested events | $1,000 (requires HCC approval) | |
| Total cash fees actually paid (2024) | $100,000 | |
| Director fee deferrals (2024) | None of the directors deferred 2024 Board fees |
Performance Compensation
| Equity Element | Grant Date | Units/Shares | Grant Date Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (2024–2025 Board term) | 6/5/2024 | 1,711 | $200,000 | Vests in full one year from grant | RSUs accrue dividend equivalents; can be deferred |
| Options outstanding (directors) | — | — | — | — | None outstanding for non-employee directors as of 12/31/2024 |
| Unvested RSUs outstanding (12/31/2024) | — | 1,711 | — | — | As reported year-end |
Additional governance for equity awards:
- Director pay cap under 2025 Equity Incentive Plan: $750,000 per fiscal year (up to $1,500,000 if serving as independent Chair/Lead Director or first-year director), inclusive of cash and awards .
- Change-in-control treatment for non-employee directors: Options/RSUs vest in full; performance-based awards vest at target, prorated for elapsed performance period .
- Clawback/forfeiture: Awards are subject to the company’s clawback policy and applicable laws; no tax gross-ups; no dividends on unvested awards are paid until vest .
Other Directorships & Interlocks
- Human Capital Committee interlocks: No interlocks or insider participation; no committee member was an officer/employee in 2024, and no executive served on another company’s board or compensation committee creating an interlock .
- Related party transactions: Company reports policies and procedures; no related person transactions are disclosed for directors, and indemnification agreements are in place (standard for directors/officers) .
Expertise & Qualifications
- Audit/Finance: Designated “audit committee financial expert” by the Board .
- Strategic/industry: Experience across communications, media, and technology investing; corporate strategy; industry connections .
- Regulatory/policy: FCC policy advisory role in 1994–1996 enabled launch of spectrum auctions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged? |
|---|---|---|---|
| John D. Markley, Jr. | 8,225 | <1% | None (company states no shares in table are pledged) |
Ownership alignment policies:
- Stock ownership guideline (directors): 5× annual Board cash retainer ($65,000) target; 5-year compliance window; must retain ≥50% of after-tax shares until in compliance; as of March 31, 2025 all directors had met the target or were within the compliance window and in compliance with guidelines .
- Hedging/derivatives: Directors are prohibited from hedging company stock under the insider trading policy .
Insider Filings
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reported all directors and officers filed timely, except one late Form 4 for the CEO; no delinquencies noted for Markley |
Governance Assessment
-
Positives
- Independent director with deep sector experience; serves as Chair of Nominating & Corporate Governance and on the Human Capital Committee; designated audit committee financial expert .
- Strong alignment structures: director ownership guideline (5× retainer), hedging prohibition, independent chair, separation of Chair/CEO, robust committee activity and attendance expectations (≥75% met) .
- Clean related-party profile: no related person transactions disclosed; no shares pledged .
- Shareholder support context: 2024 say-on-pay approval ~97%, indicating broad support for compensation governance (board-level oversight signal) .
-
Watch items (not uncommon but relevant)
- Change-in-control treatment grants full vesting for non-employee director awards (time-based) and target vesting for performance-based awards, which some investors view as less performance-aligned; however, this is disclosed and bounded by pay caps and clawback policy .
- Multiple external commitments require continued monitoring for time demands; company policy caps outside boards and requires notice, mitigating overboarding risk .
Overall, disclosures indicate strong independence, relevant expertise, compliant attendance, and alignment mechanisms for Mr. Markley, with no identified conflict or related-party exposure in 2024–2025 proxy disclosures .