Joshua Schmidt
InterDigitalAbout Joshua Schmidt
Joshua D. Schmidt is InterDigital’s Chief Legal Officer and Corporate Secretary, responsible for managing the company’s legal functions; he joined InterDigital in 2015 and was promoted to Chief Legal Officer and Corporate Secretary in October 2021 . He holds a Juris Doctor from Duke University School of Law and a BSBA in Finance from the University of Pittsburgh . As of March 31, 2025, he is 41 years old . Company performance context for incentive alignment: FY2024 revenue was $869 million (+58% YoY), adjusted EBITDA margin was 63%, GAAP EPS $12.07 and non‑GAAP EPS $14.97; total shareholder return (TSR) was 81.1% in 2024 with annualized three‑year TSR of 42.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InterDigital | Chief Legal Officer & Corporate Secretary | Oct 2021–present | Leads company legal functions; oversight of corporate, commercial, employment, compliance, ESG; primary responsibility for M&A, corporate governance, commercial contracting . |
| InterDigital | Vice President, Deputy General Counsel | 2015–Oct 2021 | Managed corporate, commercial, employment, compliance functions; led ESG initiatives . |
| Dechert LLP | Associate | Prior to 2015 | Practice focused on private/public company M&A, securities offerings, venture transactions, joint ventures . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dechert LLP | Associate | Prior to 2015 | Transactional counsel across M&A, securities, venture capital, joint ventures . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $390,961 | $400,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | $750,000 | $1,125,000 |
| Option Awards ($) | — | — |
| Non‑Equity Incentive Plan Compensation ($) | $321,600 | $600,000 |
| All Other Compensation ($) | $11,177 | $13,656 |
| Total ($) | $1,473,738 | $2,138,656 |
Additional salary context: No salary adjustments were made in 2024; Joshua’s base salary remained $400,000 (0% change vs. 2023) .
Performance Compensation
Annual STIP (Short‑Term Incentive Plan) – 2024 Payout
| NEO | 2024 Base Salary ($) | Target as % of Salary | Target Bonus ($) | Corporate Achievement | Personal Performance | Overall Achievement (% of Target) | Actual Bonus ($) |
|---|---|---|---|---|---|---|---|
| Joshua D. Schmidt | 400,000 | 75% | 300,000 | 200% | 100% | 200% | 600,000 |
STIP design: payouts capped at 200% of target; based on company strategic goals and individual performance .
Long‑Term Incentive (LTCP) – 2024 Grant Design and Targets
| Component | Grant Date | Metric | Target Value ($) | Notes |
|---|---|---|---|---|
| Time‑Based RSUs | 3/15/2024 | Time‑based vesting | 750,000 | Vests ratably one‑third on each of first three anniversaries of grant date . |
| Performance‑Based RSUs | 3/15/2024 | Pro forma EBITDA | 750,000 | Earned based on pre‑set goals; highest consecutive trailing 4 quarters in years 2–3; payout: 50% at threshold, 100% at target, 200% max; vest at end of 3‑year period (1/1/2024–12/31/2026) . |
| Options | — | — | — | No option awards reported for Joshua in 2023–2024 . |
2024 LTCP share calibrations (Joshua): TRSU 7,311 shares; PSU threshold 3,656, target 7,311, max 14,622 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 17,036 |
| Shares outstanding (as of 3/31/2025) | 25,976,136 |
| Ownership as % of shares outstanding | ~0.0656% (17,036 ÷ 25,976,136) |
| Percent of class (company‑reported) | Less than 1% (“*”) |
| Shares pledged as collateral | None of reported shares are pledged |
| Executive stock ownership guideline | ≥2× base salary for non‑CEO executives |
| Compliance status | All executive officers in compliance as of 12/31/2024 |
| Hedging policy | Hedging of InterDigital stock is not permitted |
| Retention requirement | If below target, must retain ≥50% of after‑tax shares from vesting/exercise until target met; disposition below target requires Human Capital Committee approval |
Outstanding Awards and Vesting (as of 12/31/2024)
| Grant Date | Award Type | Unvested/Unearned (#) | Valuation Basis | Value ($) |
|---|---|---|---|---|
| 3/15/2020 | Time‑Based RSUs | 129 | $193.72 closing price on 12/31/2024 | 24,990 |
| 3/31/2021 | Time‑Based RSUs | 608 | $193.72 closing price on 12/31/2024 | 117,782 |
| 3/15/2022 | Time‑Based RSUs | 2,203 | $193.72 closing price on 12/31/2024 | 426,765 |
| 3/31/2023 | Time‑Based RSUs | 4,703 | $193.72 closing price on 12/31/2024 | 911,065 |
| 3/15/2024 | Time‑Based RSUs | 7,387 | $193.72 closing price on 12/31/2024 | 1,431,010 |
| 3/15/2022 | Performance‑Based RSUs (unearned) | 8,812 | $193.72 closing price on 12/31/2024 | 1,707,061 |
| 3/31/2023 | Performance‑Based RSUs (unearned) | 3,528 | $193.72 closing price on 12/31/2024 | 683,444 |
| 3/15/2024 | Performance‑Based RSUs (unearned) | 3,693 | $193.72 closing price on 12/31/2024 | 715,408 |
Notes: Time‑based RSUs vest one‑third annually on the grant anniversary; PSUs vest subject to performance certification with threshold/target/max mechanics; performance‑periods and vesting timing per LTCP plan .
Employment Terms
| Scenario | Cash Severance | STIP | Benefits (COBRA/Other) | LTCP Equity (Estimated Value) |
|---|---|---|---|---|
| Resignation/Retirement | — | — | — | — |
| Resignation for Good Reason (non‑CIC) | — | — | $9,479 | — |
| Termination without Cause (non‑CIC) | $600,000 | — | See policy (12 months COBRA) | $2,901,752 |
| Death or Disability | — | — | “$600,000/20,000” (life/disability shown) | $2,901,752 |
| Change in Control (without termination) | — | — | — | — |
| CIC + Qualified Termination/Good Reason | $800,000 | $300,000 | $18,957 (COBRA) | $8,695,746 |
Policy highlights:
- Executive Severance Policy applies to all NEOs (except localized employment agreements); requires double‑trigger (CIC plus qualifying termination) for CIC benefits; no excise tax gross‑ups .
- Non‑CIC termination benefits generally equal 1.5× base salary (paid over 18 months) plus health coverage for 12 months; CIC qualified terminations provide 2× base salary + 1× target STIP paid lump sum, plus 24 months health coverage; pro‑rata vesting of equity per award agreements .
- Separation Agreement required, may include release, non‑disparagement, non‑solicitation, and other restrictive covenants .
- Good Reason includes material pay diminution, title/authority reduction, non‑payment, relocation >50 miles, or material breach of policy/NDAIA .
Performance & Track Record
- InterDigital delivered record FY2024 revenue of $869 million (+58% YoY), adjusted EBITDA margin of 63%, GAAP EPS $12.07, non‑GAAP EPS $14.97, TSR of 81.1% (annualized three‑year TSR of 42.0%) .
- 14 new license agreements in 2024, licensing top four smartphone vendors and >70% of shipments; >5,000 new patent filings; robust cash flow ($272 million net CFO) and $236 million capital return/debt retirement .
- These metrics inform LTCP performance goals (pro forma EBITDA) and STIP corporate achievement (200% for 2024) .
Compensation Peer Group
- 2024 peer group included Adeia, ADTRAN, Aspen Technology, CSG Systems, Guidewire Software, Digi International, Dolby Laboratories, Everbridge, LiveRamp, Manhattan Associates, Progress Software, Qualys, Rambus, Semtech, Silicon Laboratories, Synaptics, Universal Display .
- No targeted benchmark percentile; Committee uses holistic, market‑informed approach (FW Cook review) .
Governance Policies Relevant to Alignment
- Stock ownership guidelines: CEO ≥6× salary (amended from 5× in Mar 2025), other executives ≥2× salary; all executives in compliance as of 12/31/2024; 50% post‑tax share retention until compliant .
- Clawback policy adopted/revised in 2023 per Nasdaq/SEC Rule 10D‑1 for incentive compensation upon accounting restatements .
- Prohibition on hedging InterDigital stock; no single‑trigger CIC; no excise tax gross‑ups .
Investment Implications
- Pay‑for‑performance alignment: Joshua’s 2024 pay mix is equity‑heavy (RSUs: $1.125M; STIP fully leveraged to 200% on strong corporate results), with LTCP tied to pro forma EBITDA and multi‑year vesting—supportive of long‑term value creation .
- Retention and selling pressure: Significant unvested RSU/PSU overhang with annual vesting on March 15 anniversaries and PSU performance certification through 2026; stock ownership guidelines and 50% retention requirement mitigate near‑term selling pressure .
- Change‑of‑control risk economics: Double‑trigger CIC terms (2× salary + 1× target STIP; equity vesting at greater of target or actual per plan) are shareholder‑friendly versus single‑trigger designs; absence of tax gross‑ups reduces governance risk .
- Alignment and red flags: No pledging of shares; hedging prohibited; clawback in place; lack of options in recent grants lowers risk‑taking bias—overall low governance red‑flag profile for this executive .