Liren Chen
InterDigitalAbout Liren Chen
Liren Chen, 54, has served as InterDigital’s President & CEO and as a director since April 5, 2021; he previously spent ~25 years at Qualcomm, most recently as SVP, Global Head of IP, and holds 28 U.S. patents and 120+ worldwide. He earned a B.S. in Automation (Tsinghua), M.S.E.E. (Univ. of Maine), MBA (San Diego State), and J.D. (Univ. of San Diego); he also serves on Arrow Electronics’ board and is a member of the U.S. Chamber of Commerce China Advisory Committee . Under Chen, InterDigital delivered record 2024 results: revenue $869M (+58% YoY), Adjusted EBITDA margin 63%, GAAP EPS $12.07 and non-GAAP EPS $14.97; 2024 TSR was 81.1% and three‑year annualized TSR 42.0% . Pay-versus-performance disclosures show CEO “Compensation Actually Paid” surged alongside revenue and Adjusted EBITDA growth since 2020 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Qualcomm | SVP, Global Head of IP, Legal Counsel | 2019–2021 | Oversaw worldwide IP portfolio; led technology, business strategy, product management and ecosystem for Qualcomm Technology Licensing . |
| Qualcomm | Various IP/technology roles incl. SVP Engineering, Legal Counsel | 1996–2019 | Drove IP and technology strategy; contributed to licensing growth and portfolio development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Arrow Electronics (NYSE: ARW) | Director | Current | Board member . |
| U.S. Chamber of Commerce | China Advisory Committee Member | Current | Policy advisory role . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 690,000 | 706,000 | 710,000 |
| Target Bonus (% of Salary) | 100% (at hire policy; updated to 105% by 2023) | 105% | 105% |
Notes:
- 2024 base salaries remained flat; the Human Capital Committee focused on variable pay to reinforce pay-for-performance .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Structure and Outcomes
| Component | Weight | Target/Threshold | 2024 Outcome | Payout Contribution |
|---|---|---|---|---|
| Total Revenue | 60% | Threshold $460M; Target $560M; excludes Samsung TV catch-up revenue | $708M considered for STIP (excl. $160M Samsung catch-up) | 104% (component) |
| Innovation (First patent filings) | 30% | Target 800 filings | 985 filings (123% of target) | 37% (component) |
| Evolution (Human Capital initiatives) | 10% | Execute defined initiatives | 100% achieved | 10% (component) |
| Deferred 2023 Samsung TV Agreement Payout | — | Max 66% add-on (subject to 200% cap) | 49% after cap | 49% (capped) |
| Overall Corporate Achievement | — | Max 200% | Capped at 200% | 200% |
| Executive | 2024 Base ($) | Target % | Target Bonus ($) | Corporate Achievement | Personal Factor | Overall (% of Target) | Actual Bonus ($) |
|---|---|---|---|---|---|---|---|
| Liren Chen | 710,000 | 105% | 745,500 | 200% | 100% | 200% | 1,491,000 |
CEO qualitative assessment emphasized revenue growth, cost discipline (delivering GAAP EPS $12.07; non‑GAAP $14.97), innovation (top-5 patent portfolio ratings), and culture/talent progress .
Long-Term Compensation Program (LTCP)
- 2024 LTCP design for CEO: ~58% performance-based (split between PSUs and performance options) and 42% time-based RSUs; payout capped at 200% .
- Performance metric: Pro Forma EBITDA (non-GAAP), measured as highest consecutive trailing four quarters during years 2 and 3 of the 3-year period (2024–2026) for 2024 LTCP; vest at end of period; payout 50–200% .
- Shareholder feedback prompted 2025 LTCP change to use average annual Pro Forma EBITDA over full three years (improves rigor/timing alignment) .
| 2024 LTCP Target Grant Mix (CEO) | Amount ($) |
|---|---|
| Performance RSUs | 2,000,000 |
| Performance Stock Options | 2,000,000 |
| Time-based RSUs | 3,000,000 |
| Total | 7,000,000 |
| 2024 LTCP Grant Vesting | Detail |
|---|---|
| Time-based RSUs | Ratable over 3 years (1/3 annually) . |
| Performance RSUs/Options | Earned on Pro Forma EBITDA performance; vest at end of performance period; 50–200% payout . |
One-Time Special CEO Award (March 31, 2024)
- 100% performance-based (50% PSUs, 50% performance options), target $5M; earned via new revenue milestones through Dec 31, 2030; intended to support path to $1B annual recurring revenue by 2030; max 200%; service condition applies to vesting; grant date probability set at 0% so not reflected in SCT .
| Special CEO Award (2024) | Target/Max |
|---|---|
| PSUs (target/max $) | Target $2.5M; Max $5.0M |
| Options (target/max $) | Target $2.5M; Max $5.0M |
2024 Grants – Shares/Options Detail (CEO)
| Grant | Date | Instrument | Threshold (#) | Target (#) | Max (#) | Exercise Price | Grant-date FV ($) |
|---|---|---|---|---|---|---|---|
| Annual | 3/20/2024 | Performance Options | 28,153 | 56,306 | 112,612 | 104.15 | 1,000,000 |
| Annual | 3/20/2024 | Time RSUs | — | 28,805 | — | — | 3,000,000 |
| Annual | 3/20/2024 | PSUs | 9,602 | 19,203 | 38,406 | — | 1,000,000 |
| Special CEO | 3/31/2024 | Performance Options | 17,175 | 68,700 | 137,400 | 106.46 | 0 (0% prob.) |
| Special CEO | 3/31/2024 | PSUs | 5,871 | 23,483 | 46,966 | — | 0 (0% prob.) |
Black-Scholes inputs disclosed for CEO option grants; at max performance, incremental values noted (LTCP options $4M; Special Award options $5M) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (3/31/2025) | 532,298 shares (2.0% of outstanding) |
| Includes Options Exercisable Within 60 Days | 389,529 shares (exercisable) |
| Shares Pledged | None; company discloses none of reported shares are pledged |
| Stock Ownership Guidelines (CEO) | ≥6x base salary (raised from 5x in Mar 2025); all executives in compliance as of 12/31/2024 |
| Holding Requirement | Retain ≥50% of after-tax shares until guideline met; disposals not allowed if below target without HCC approval |
| 2024 Vesting/Realizations | 89,872 shares vested; $11,841,962 value realized on vesting |
| Insider Hedging | Prohibited by policy |
Outstanding awards (selected as of 12/31/2024):
- Options: 4/15/2021 (ex. 79,418 @ $73.15; unearned 5,530), 3/15/2022 (unearned 108,482 @ $62.19), 3/31/2023 (unearned 31,340 @ $72.90), 3/20/2024 (unearned 28,153 @ $104.15), 3/31/2024 (unearned 17,057 @ $106.46) .
- Time RSUs unvested: 3/15/2022 (6,213; $1,203,582), 3/31/2023 (13,968; $2,705,881), 3/20/2024 (29,103; $5,637,833) .
- Unearned PSUs: 2021 (3,653; $707,659), 2022 (37,278; $7,221,494), 2023 (10,477; $2,029,604), 2024 LTCP (9,701; $1,879,278), 2024 Special (5,908; $1,144,498) .
Employment Terms
- Start date and new-hire economics: Appointed CEO and director effective April 5, 2021; new‑hire package included $1.5M sign‑on cash (paid in thirds) and $7.5M equity split among time RSUs and performance RSUs/options with revenue/milestone goals; also a $3.0M one-time deferred comp contribution (vesting 2021–2024) .
- Executive Severance Policy (amended July 2024; auto-renews annually):
- Termination without Cause or resignation for Good Reason (outside CIC): Cash severance 200% of base salary (CEO) paid over 18 months; 18 months COBRA; pro‑rata vesting of time RSUs; limited performance award vesting if in final year; release required .
- Double-trigger CIC (within 24 months post‑CIC for CEO): Lump-sum cash = 2x base salary + 2x target STIP; 24 months COBRA; equity vests at greater of target or actual for performance awards; time RSUs vest in full .
- Good Reason definition includes material cut to salary/target bonus, material diminution of role, nonpayment, >50‑mile relocation, or material breach by company .
- 280G best‑net cutback; no excise tax gross‑ups .
- Clawback: Revised in 2023 under Nasdaq/Rule 10D‑1; recovers excess incentive comp upon accounting restatement .
- Deferred Compensation: CEO had $8,863,196 balance as of 12/31/2024; distribution triggered per plan elections or specified events (termination, death, CIC) .
Board Governance
- Board role: Director since April 2021; IDCC separates Chair/CEO—independent Chair (S. Douglas Hutcheson) since 2015 by policy; CEO does not serve on Board committees (Audit, Human Capital, Nominating & Governance, Finance committees are fully independent) .
- Board attendance: Board met 4 times in 2024; each director attended at least 75% of meetings; directors expected to attend annual meeting .
- Director compensation: Employee directors (including Chen) receive no additional fees/equity for Board service; non-employee director program shown separately .
- Board skills matrix shows Chen’s strengths in IP licensing, mobile industry, CEO experience, corporate strategy, industry connections, and high-tech operations .
Performance & Track Record
- 2024 business highlights: Revenue $869M (+58% YoY), Adjusted EBITDA margin 63%, GAAP EPS $12.07, non‑GAAP EPS $14.97; 14 new license agreements; >70% of smartphone global shipments licensed; robust cash flow ($272M CFO) and $236M to return capital/retire debt .
- Samsung TV Agreement: ~ $160M catch-up revenue signed Jan 2024; excluded from 2024 STIP revenue metric to avoid double counting; deferred a portion of 2023 STIP to 2024 with cap effects .
- LTCP achievement: 2022 LTCP (performance period 2022–2024) exceeded “Superior” goal; 200% of performance equity vested in March 2025 .
- Pay-versus-performance: CAP rose to $88.8M in 2024 (from $20.8M in 2023), reflecting remeasurement of unvested performance equity as stock and performance trajectory improved; most important measures: Adjusted EBITDA and Revenue .
Compensation Committee Analysis and Peer Benchmarking
- Human Capital Committee (independent) oversees CEO goals/pay; engages independent consultant FW Cook; no conflicts identified .
- 2024 peer group includes Adeia, Aspen Tech, Dolby, Guidewire, Manhattan Associates, Progress, Qualys, Rambus, Semtech, Silicon Labs, Synaptics, Universal Display, ADTRAN, LiveRamp, Everbridge, Digi International, CSG Systems .
- No fixed target percentile; uses peer/survey data as context; considers role importance, experience, retention, internal parity, and trends .
- Governance practices: Double‑trigger CIC, no single‑trigger, no tax gross‑ups, robust stock ownership, clawback, payout caps, hedging prohibited, and no dividends on unvested RSUs .
Director Compensation (for context)
- Non-employee director cash retainers and ~$200K annual RSU grants; employee directors receive none (Chen’s pay covered in Executive Compensation) .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay support ~97%; extensive outreach to top holders to incorporate feedback (e.g., 2025 LTCP change to average three-year EBITDA) .
- 2025 Annual Meeting results: Say‑on‑pay passed (For 19,562,552; Against 673,031; Abstain 123,304); shareholders also approved the 2025 Equity Incentive Plan (For 18,660,470; Against 1,630,476; Abstain 67,941) .
Detailed Tables
Multi‑Year CEO Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 690,000 | 500,000 | 1,650,025 | 550,000 | 1,380,000 | 54,762 | 4,824,787 |
| 2023 | 706,000 | — | 2,250,000 | 750,000 | 998,970 | 68,190 | 4,773,160 |
| 2024 | 710,000 | — | 4,000,000 | 1,000,000 | 1,491,000 | 56,868 | 7,257,868 |
CEO Equity Activity and Outstanding (Selected)
| Category | Detail |
|---|---|
| 2024 Vested Stock Awards | 89,872 shares; $11,841,962 value realized |
| Selected Unvested Time RSUs (12/31/2024) | 3/15/2022: 6,213 ($1,203,582); 3/31/2023: 13,968 ($2,705,881); 3/20/2024: 29,103 ($5,637,833) |
| Selected Unearned PSUs (12/31/2024) | 2021: 3,653 ($707,659); 2022: 37,278 ($7,221,494); 2023: 10,477 ($2,029,604); 2024 LTCP: 9,701 ($1,879,278); 2024 Special: 5,908 ($1,144,498) |
| Selected Options (unexercised/unearned) | 4/15/2021: 79,418 ex.; 5,530 unearned @ $73.15; 3/15/2022: 108,482 unearned @ $62.19; 3/31/2023: 31,340 unearned @ $72.90; 3/20/2024: 28,153 unearned @ $104.15; 3/31/2024: 17,057 unearned @ $106.46 |
Risk Indicators & Red Flags (as disclosed)
- No pledging of shares reported; hedging prohibited .
- No single-trigger equity vesting; double-trigger required for CIC .
- Clawback policy compliant with Nasdaq Rule 10D‑1 (2023) .
- No excise tax gross‑ups; 280G best‑net cutback .
- Compensation-related risk assessed as not reasonably likely to cause a material adverse effect .
Compensation Peer Group (Benchmarking)
Adeia, ADTRAN, Aspen Technology, CSG Systems, Digi International, Dolby, Everbridge, Guidewire, LiveRamp, Manhattan Associates, Progress Software, Qualys, Rambus, Semtech, Silicon Labs, Synaptics, Universal Display .
Board Service: Roles, Committees, Independence
- Director since April 2021; CEO is not on Audit/Human Capital/Nominating/Finance committees; all such committees are independent .
- Independent Chairman policy maintained; Chair and CEO roles separated .
- Employee directors do not receive Board fees; reinforces separation of management and director pay .
Investment Implications
- Strong pay-for-performance alignment: ~92% of CEO 2024 target comp is variable; LTCP heavily performance-based; 2025 LTCP changes improve rigor and reduce timing arbitrate risk .
- Retention/longevity incentives: Significant unvested performance equity (including 2024 Special CEO Award with 2030 revenue milestones) creates multi‑year alignment and lowers departure risk; double‑trigger CIC protections with no gross‑ups are shareholder friendly .
- Insider selling pressure: 2024 vested shares of ~89.9K ($11.8M) and a heavy vesting calendar through 2026–2030 could create episodic liquidity events; however, ownership guidelines (≥6x salary; 50% after‑tax hold) mitigate rapid disposition risk .
- Governance quality: Independent chair, strong clawback, no hedging/pledging, and robust shareholder support (97% 2024; 2025 say‑on‑pay passed) reduce governance discount risk .
- Performance catalyst: 2022 LTCP paid at 200% (vested Mar 2025) implying multi‑period EBITDA outperformance; 2024 Special Award ties directly to new recurring revenue milestones through 2030, offering line-of-sight to long‑term value creation if executed .