Richard Brezski
InterDigitalAbout Richard Brezski
Richard J. Brezski is InterDigital’s Chief Financial Officer and Treasurer, overseeing finance, accounting, audit, tax, treasury, facilities, and internal/external financial reporting and analysis. He joined InterDigital in May 2003 as Director and Controller, progressed through Chief Accounting Officer and Treasurer roles, and was appointed CFO in May 2012; he holds a B.S. in Accountancy from Villanova University and an Executive MBA from Hofstra University, and previously served as an audit manager at PwC’s technology/ICE practice . As of March 31, 2025, he is 52 years old . Company performance highlights used in compensation decisions include full-year 2024 revenue of $869M (+58% YoY, ~25% 4-year CAGR), adjusted EBITDA margin of 63%, GAAP EPS $12.07, non-GAAP EPS $14.97, TSR of 81.1% in FY2024 and annualized three‑year TSR of 42.0% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InterDigital | CFO & Treasurer | Appointed May 2012 | Leads finance, treasury, reporting, supports licensing growth and capital allocation |
| InterDigital | VP, Controller & Chief Accounting Officer | Jan 2009 | Strengthened controllership and reporting |
| InterDigital | Chief Accounting Officer | Jan 2007 | Enhanced accounting governance |
| InterDigital | Senior Director | Jul 2006 | Expanded leadership scope |
| InterDigital | Director & Controller | May 2003 | Built finance operations foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Audit Manager, Technology/ICE | Pre-2003 | Business advisory and audits for electronics, software, tech companies |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 402,500 | 433,221 | 440,000 |
| Target STIP (% of Base) | — | 75% | 75% |
| Actual Bonus Paid ($) | 603,750 | 442,200 | 660,000 |
| All Other Compensation ($) | 27,117 | 34,604 | 29,961 |
Breakdown of 2024 All Other Compensation:
- 401(k) match $9,654; supplemental LTD $3,495; deferred comp plan match $16,812 .
Performance Compensation
2024 STIP (Short-Term Incentive Plan) – Corporate Metrics and Outcomes
| Metric | Weight | Target | Actual | Component Payout | Notes |
|---|---|---|---|---|---|
| Total Revenue | 60% | $560M; threshold $460M | $708M (excl. Samsung TV catch-up) | 104% | Each $1M above target adds 0.5% to achievement; cap at 200% overall |
| Innovation (First Patent Filings) | 30% | 800 filings | 985 filings | 37% | Achievement based on % of target |
| Evolution (Human Capital Initiatives) | 10% | Defined initiatives | 100% achievement | 10% | Focus on cultural transformation |
| Delayed 2023 STIP Element | n/a | 66% max | 49% paid (due to 200% cap) | 49% | Samsung TV Agreement deferred element |
STIP Payout for Brezski:
- Base salary $440,000; Target % 75%; Target bonus $330,000; Corporate achievement 200%; Personal performance 100%; Overall 200%; Actual bonus $660,000 .
2024 LTCP (Long-Term Compensation Program) – Grants & Structure
| Award Type | Grant Date | Shares/Target (#) | Threshold/Max (#) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| Time-Based RSU (TRSU) | 3/15/2024 | 10,235 | n/a | 1,050,000 | Vests 1/3 annually over 3 years from grant |
| Performance RSU (PSU) | 3/15/2024 | 10,235 target | 5,118 / 20,470 | 525,000 | 3-year period (2024–2026); metric is pro forma EBITDA; payout 50%–200% of target; vest at end if earned; performance determined by highest consecutive trailing 4 quarters during years 2–3 |
Program notes:
- For NEOs (excluding CEO special award), total 2024 LTCP target value for Brezski: $2,100,000 split 50% PSU, 50% TRSU .
- No option awards disclosed for Brezski in 2024; CEO received separate performance-based options .
Stock Vested in 2024 (Supply/Monetization Indicator)
| Name | Options Exercised (#) | Value Realized ($) | Shares Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Richard J. Brezski | — | — | 24,151 | 2,889,046 |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| Richard J. Brezski | 68,447 | <1% | Includes 1,958 shares via 401(k) ; no shares pledged |
| Shares Outstanding | 25,976,136 | — | As of Mar 31, 2025 |
Outstanding Equity Awards (as of Dec 31, 2024)
Time-Based RSUs:
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 3/15/2022 | 3,728 | 722,188 |
| 3/31/2023 | 7,055 | 1,366,695 |
| 3/15/2024 | 10,341 | 2,003,259 |
Performance-Based RSUs (Unearned):
| Grant Date | Unearned PSUs (#) | Market/Payout Value ($) |
|---|---|---|
| 3/15/2020 | 2,207 | 427,540 |
| 3/31/2021 | 1,491 | 288,837 |
| 3/15/2022 | 14,911 | 2,888,559 |
| 3/31/2023 | 5,292 | 1,025,166 |
| 3/15/2024 | 5,170 | 1,001,532 |
Options:
- No options listed for Brezski among outstanding awards at 2024 year-end .
Ownership Guidelines & Policies
| Policy | Requirement / Status |
|---|---|
| Executive stock ownership | 2x base salary for executive officers; CEO 6x (raised from 5x in Mar 2025) |
| Compliance | All executive officers in compliance as of Dec 31, 2024 |
| Retention rule | If below target, must retain at least 50% of after-tax shares from vesting/exercise until met |
| Anti-hedging | Hedging of InterDigital stock prohibited |
| Pledging | Limited transferability; awards generally may not be pledged; none of Brezski’s reported shares are pledged |
| Clawback | SEC/Nasdaq-compliant clawback adopted (Aug 2023) for incentive comp upon restatement; HCC oversight |
Deferred Compensation
| Executive | Exec Contributions 2024 ($) | Company Match 2024 ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|
| Richard J. Brezski | 44,000 | 16,566 | 707,846 |
Employment Terms
Severance and Change-in-Control Economics (as of Dec 31, 2024; price $193.72/share)
| Scenario | Severance ($) | STIP ($) | Life/Health & Other Benefits ($) | LTCP ($) | Deferred Comp ($) |
|---|---|---|---|---|---|
| Termination without Cause | 660,000 | — | 28,589 | 4,694,260 | 707,846 |
| Change in Control (without termination) | 880,000 | 330,000 | 57,179 | — | 707,846 |
| Qualified termination following CIC | — | — | — | 13,228,607 | 707,846 |
| Death/Disability | — | — | “660,000/20,000” (as disclosed) | 4,694,260 | 707,846 |
Structural terms:
- Double-trigger change-in-control design (no single-trigger equity payouts); no golden parachute tax gross‑ups; repricing/exchanges not permitted under equity plan; dividends on unvested awards only upon vesting .
- If awards are not assumed/substituted at CIC, they vest in full; if assumed and qualifying termination occurs within 1 year (2 years for CEO), awards become fully vested; performance awards deemed achieved at greater of target or actual under plan terms .
- 2025 update: Executives must agree to individual arbitration to receive severance/change-in-control benefits under the Executive Severance and CIC Policy (approved Sept 4, 2025) .
Performance & Track Record
- 2024 highlights underpinning pay decisions: Revenue $869M (+58% YoY, ~25% 4-year CAGR), adjusted EBITDA margin 63% (+20 pts over 4 years), GAAP EPS $12.07, non-GAAP EPS $14.97, TSR 81.1% in FY2024 and annualized three-year TSR 42% .
- Licensing execution: 14 new license agreements in 2024; licensed top four smartphone vendors and >70% of global smartphone shipments; robust cash flow ($272M operating cash) and $236M allocated to shareholder returns and debt retirement .
Compensation Structure Analysis
- Cash vs equity mix: Target pay is heavily variable; non-CEO NEOs average 84% variable via STIP and LTCP, reinforcing pay-for-performance orientation .
- Shift in instruments: Brezski’s LTCP awards are RSUs (time-based and performance-based); no options disclosed for him—lower leverage vs options, more certainty from RSUs .
- Performance metric rigor: 2024 STIP excluded catch-up revenue from Samsung TV Agreement to avoid double-counting; deferred 2023 incremental payout capped and reduced by the 200% cap, evidencing discipline .
- LTCP metrics: Pro forma EBITDA with 50%–200% payout range, measured over 2024–2026 using highest consecutive trailing four quarters during years 2–3; aligns with profitability and multi-year execution .
Equity Ownership & Alignment Risk Indicators
- Ownership level: 68,447 shares (<1%); includes 1,958 shares via 401(k); no pledging reported .
- Unvested equity: Significant outstanding unvested RSUs/PSUs across 2022–2024 grants; three-year vesting cadence likely spreads selling pressure around annual March anniversaries .
- Insider trading controls: Anti-hedging policy; clawback covers incentive comp upon restatements; awards subject to forfeiture/clawback under the 2025 plan .
Employment Terms (Other Provisions)
- Benefits continuation: COBRA periods per policy (NEOs generally 12 months; CEO 18 months; 24 months after qualified termination following CIC) .
- Ownership guidelines: Executives at 2x salary; compliance achieved by all executives as of Dec 31, 2024; retention requirement applies until met .
Investment Implications
- Alignment: High variable pay mix (84% for non-CEO NEOs) with revenue-centric STIP and EBITDA-based PSUs supports shareholder value focus; clawback and anti-hedging strengthen governance .
- Retention: Large unvested RSU/PSU balances through 2026 and severance/CIC protections indicate low near-term flight risk, with double-trigger CIC reducing windfall risk; arbitration requirement may modestly reduce litigation exposure but could influence executive relations .
- Selling pressure: 24,151 shares vested in 2024 (~$2.89M realized) and annual 1/3 RSU vesting suggests predictable supply around March; retention rules apply only until guideline compliance, so monitoring Form 4 activity remains prudent .
- Ownership: <1% personal ownership limits direct wealth-at-risk; however, guideline compliance and continued PSU exposure maintain incentive alignment with profitability and stock performance .