S. Douglas Hutcheson
InterDigitalAbout S. Douglas Hutcheson
Independent Chairman of the Board of InterDigital (IDCC) since June 2015; director since July 2014. Age 69. Former telecom CEO with operating and financial expertise; holds 14 patents. Prior roles include Executive Chairman (and later Co‑CEO) at Kymeta, senior advisor (TMT) at Searchlight Capital, and CEO of Leap Wireless/Cricket Communications; earlier, VP of Marketing in Qualcomm’s wireless infrastructure division. The Board has determined he is independent and that he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kymeta Corporation (private) | Executive Chairman; Co‑CEO | Executive Chairman 2019–2024; Co‑CEO 2021–2024 | Led connectivity terminal business; governance leadership in scaling operations |
| Searchlight Capital | Senior Advisor, Technology/Media/Telecom | 2015–2019 | Strategic M&A and portfolio guidance across TMT |
| Laser, Inc. (AT&T/Leap transaction vehicle) | CEO & Director | Mar 2014–May 2017 | Oversaw post‑acquisition transition after AT&T acquired Leap Wireless |
| Leap Wireless/Cricket Communications | CEO | Nine years through Mar 2014 | Full P&L leadership; strategy, operations, partnerships |
| Qualcomm (Wireless Infrastructure) | VP, Marketing | Prior to joining Leap | Drove product/market strategy in infrastructure segment |
| Leap Wireless (Board) | Director | 2005–2014 | Board oversight during industry transition |
| Pitney Bowes (NYSE: PBI) | Director | 2012–2023 | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AgilePQ (private) | Director | Current | Post‑quantum cybersecurity encryption technology provider |
| Rady Children’s Health | Chair, Board of Trustees | Current | Non‑profit leadership |
| Rady Children’s Institute for Genomic Medicine | Director | Current | Non‑profit board member |
| UC San Diego Global Policy & Strategy Institute | Board of Advisors | Current | Academic advisory role |
Board Governance
- Leadership: Independent Chairman since 2015; IDCC separates Chair and CEO roles and mandates an independent Chair in its corporate governance principles. Rationale includes improved Board‑management communications and robust evaluation processes.
- Independence: Board annually affirmed Hutcheson’s independence under SEC/Nasdaq standards.
- Committees (2024 activity; current membership): Human Capital (member), Finance (member). Finance Committee chaired by Gillman; Human Capital Committee chaired by Rankin. Audit Committee chaired by Kritzmacher.
- Financial expertise: Board determined Hutcheson qualifies as an “audit committee financial expert.”
- Attendance/engagement: In 2024 the Board met 4 times; each director attended at least 75% of aggregate Board and committee meetings; all 8 directors attended the 2024 annual meeting.
- 2025 director election results: Hutcheson received 19,803,552 “for”, 524,587 “against”, 30,748 “abstain” (broker non‑votes 2,752,676).
Fixed Compensation
- Cash retainers (2024 program for service in 2024; paid quarterly; extra fees for excess meetings):
- Board member: $65,000; Chairman of the Board: +$75,000 (in addition to member retainer)
- Committee chair/member retainers: Audit ($30,000/$12,000); Human Capital ($25,000/$10,000); Nominating & Corporate Governance ($15,000/$7,500); Finance ($15,000/$7,500). Excess meeting fees: $4,000 per additional Board meeting; $1,000 per additional committee meeting.
- Hutcheson 2024 director pay (for 2024 service; reported in 2025 proxy): Fees earned $157,500; Stock awards $200,000; Total $357,500.
- Hutcheson 2023 director pay (for 2023 service; reported in 2024 proxy): Fees earned $149,167; Stock awards $187,500; Total $336,667.
| Year (Service) | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2023 | 149,167 | 187,500 | 336,667 |
| 2024 | 157,500 | 200,000 | 357,500 |
Compensation structure guardrails: Non‑employee director annual cap under 2025 Equity Plan is $750,000; increased to $1,500,000 for service as independent Chair/Lead Director or first‑year service. Repricing not permitted without shareholder approval; no tax gross‑ups; dividends/dividend equivalents not paid until vest. Clawback applies to awards.
Performance Compensation
- Annual equity grant: Time‑based RSUs with one‑year vest; grant sized at ~$200,000 per director for 2024–2025 Board term (grant date 6/5/2024; 1,711 RSUs for Hutcheson). 2023–2024 term grant sized at ~$187,500 (grant date 6/7/2023; 2,162 RSUs per director). Unvested and deferred RSUs accrue dividend equivalents, paid only upon vesting/deferral end.
- Performance metrics: None for director RSUs (time‑based only).
| Grant | Grant Date | Vehicle | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2023–2024 Board term | 6/7/2023 | RSU | 2,162 | $187,500 | 100% after 1 year |
| 2024–2025 Board term | 6/5/2024 | RSU | 1,711 | $200,000 | 100% after 1 year |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Hutcheson. Past public boards include Pitney Bowes (2012–2023).
- Compensation committee interlocks: Human Capital Committee (2024 members included Rankin, Aberle, Hutcheson, Markley); no IDCC executive served on a compensation committee of another entity whose executive sat on IDCC’s Board/Human Capital Committee.
- Private/non‑profit/academic boards: Kymeta (private), AgilePQ (private), Rady Children’s Health (Chair, Trustees), Rady Children’s Institute for Genomic Medicine (Director), UCSD GPS Institute (Advisory).
Expertise & Qualifications
- CEO/operating leadership in wireless telecom; board governance; strategic planning; product/business development; marketing.
- Audit and financial acumen; designated audit committee financial expert by the Board.
- Industry connectivity, mobile, and licensing ecosystem experience; holds 14 patents.
Equity Ownership
- Beneficial ownership (as of March 31, 2025): Hutcheson reported no common shares; note indicates totals exclude shares that have vested but were deferred. Company states none of reported shares for named holders are pledged.
- Outstanding unvested director RSUs at 12/31/2024: 1,711 for Hutcheson. No stock options outstanding for any non‑employee directors.
- Director stock ownership guideline: 5x annual cash retainer ($65,000), measured at 200‑day average price; must retain 50% of after‑tax shares until compliant. As of March 31, 2025, all non‑employee directors had either met the guideline or had more time and were in compliance.
| Item | Value |
|---|---|
| Common shares beneficially owned (3/31/2025) | — (excludes deferred RSUs) |
| % of shares outstanding | — |
| Unvested RSUs outstanding (12/31/2024) | 1,711 |
| Options outstanding | None |
| Shares pledged as collateral | None of reported shares pledged (company statement) |
| Ownership guideline status | Company reports all directors either met or are in‑compliance/on‑track |
Say‑on‑Pay & Shareholder Feedback (context for governance quality)
- 2025 advisory vote on executive compensation: For 19,562,552; Against 673,031; Abstain 123,304 (broker non‑votes 2,752,676).
- 2024 advisory vote support: approximately 97% per company disclosure; Board/HCC conducted active investor outreach (25 largest investors) and integrated feedback into program design.
Related Party Transactions & Risk Indicators
- Related party transactions: Company policy requires Audit Committee approval; proxy discloses indemnification agreements but no related‑party transactions involving Hutcheson.
- Hedging/pledging: Insider trading policy prohibits hedging by directors; no pledging disclosed in beneficial ownership table.
- Section 16 compliance: One late Form 4 in 2024 pertained to the CEO; no director delinquencies noted.
Governance Assessment
- Strengths: Long‑tenured independent Chair with deep wireless/operator experience; recognized audit/financial expertise; active roles on Human Capital and Finance Committees; strong director election and say‑on‑pay outcomes indicating investor confidence; director compensation aligned to equity with ownership guidelines and clawback/cap/anti‑repricing safeguards.
- Potential watch‑items: Beneficial ownership table shows no directly held common shares for Hutcheson (could reflect deferral elections and not count toward SEC “beneficial” definition); ensure continued progress toward/share retention under guidelines; monitor any potential overlap between private board roles (e.g., Kymeta/AgilePQ) and IDCC’s licensing counterparties for related‑party exposure (none disclosed).
- Board effectiveness signals: Separate Chair/CEO structure, independent Chair mandate, regular ERM/cyber oversight via Audit, and active Human Capital oversight (compensation, culture, succession).
No evidence of conflicts, RPTs, hedging/pledging, or low attendance issues related to Hutcheson was disclosed. Director equity is time‑based (not performance‑based), which is standard for non‑employee directors; alignment is supported by sizable annual RSU and ownership guidelines.
Director Compensation Detail (Reference)
| Component (2024 program) | Amount |
|---|---|
| Board member retainer | $65,000 |
| Independent Chairman retainer (additional) | $75,000 |
| Audit Committee (Chair/Member) | $30,000 / $12,000 |
| Human Capital Committee (Chair/Member) | $25,000 / $10,000 |
| Nominating & Corporate Governance (Chair/Member) | $15,000 / $7,500 |
| Finance Committee (Chair/Member) | $15,000 / $7,500 |
| Excess meetings (per meeting above threshold) | Board $4,000; Committee $1,000 |
| Annual Director RSU (2024–2025 term) | ~$200,000 (1‑year vest) |
Notes on Committee Composition (current as disclosed)
- Audit: Chair – John A. Kritzmacher; Members – Gillman, Armaly.
- Human Capital: Chair – Jean F. Rankin; Members – Aberle, Hutcheson, Markley.
- Nominating & Corporate Governance: Chair – John D. Markley, Jr.; Members – Kritzmacher, Rankin.
- Finance: Chair – Joan H. Gillman; Members – Hutcheson, Aberle.