Samir Armaly
InterDigitalAbout Samir Armaly
Independent director with deep IP licensing expertise in media and technology. Age 52. Former President, IP at Adeia; earlier strategic IP advisor at TiVo and senior licensing leader at Gemstar–TV Guide/Rovi. Education: B.S. Mechanical Engineering (University of Missouri Columbia); J.D. (UC Berkeley). Current IDCC director (tenure year not disclosed in proxy). The Board has affirmatively determined his independence under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adeia, Inc. | President, IP | Jun 2020 – Mar 2022 | Led a leading IP licensing business |
| TiVo Corporation | Strategic IP Advisor to CEO and Board | 2017 – 2020 | Advised on IP strategy at board level |
| Gemstar–TV Guide / Rovi Corporation | Senior management; ran video IP licensing | 2001 – 2017 | Ran one of the world’s largest patent licensing businesses |
| Private practice (IP attorney) | Attorney | Prior to 2001 | Represented media/technology companies |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Various technology companies | Director and advisor | Current | Companies not named in proxy |
Board Governance
- Committee memberships: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Committee meeting cadence in 2024: Audit (9), Human Capital (5), Nominating & Corporate Governance (4), Finance (4) .
- Independence affirmed annually; Armaly classified as independent director .
- Board structure and attendance: 8 directors; Board met 4 times in 2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee scope includes financial reporting oversight, internal controls, ERM, cybersecurity, and compliance; Armaly is listed on the Audit Committee report .
- Governance policies: Code of Ethics; insider trading policy prohibits hedging of company stock for directors/officers/employees .
- Board leadership separated (independent Chair since 2015) .
Fixed Compensation
- Program structure (2024): Cash retainers per role; annual RSU grant ~$200,000, vests in one year; per diem $1,000 for management-requested events; extra meeting fees $4,000 per additional Board meeting and $1,000 per additional committee meeting .
- Retainer schedule (cash, 2024): Board member $65,000; Audit member $12,000; Nominating & Corporate Governance member $7,500; Committee chairs and Board Chair have higher retainers .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned (Cash) ($) | 48,622 | 93,507 |
| Stock Awards ($) | 337,500 | 200,000 |
| Total ($) | 386,122 | 293,507 |
RSU grants detail:
| Grant Type | 2023 | 2024 |
|---|---|---|
| Annual RSU | 2,162 units granted 6/7/2023; $187,500 grant-date fair value | 1,711 units granted 6/5/2024; $200,000 grant-date fair value |
| Initial appointment RSU | 1,730 units granted 6/7/2023; $150,000 grant-date fair value | — |
Performance Compensation
- Directors receive time-based RSUs; no performance metrics apply to director equity grants. RSUs vest in full one year from grant; dividend equivalents accrue and pay only upon vesting .
| Metric | 2023 | 2024 |
|---|---|---|
| Performance metrics tied to director equity | None (time-based RSUs) | None (time-based RSUs) |
| Vesting schedule | One-year cliff vesting | One-year cliff vesting |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Armaly in the proxy .
- Board service limits: Directors may serve on ≤4 other public company boards (≤2 if an executive officer); must notify Chair/Nominating Committee before accepting new board roles to manage conflicts .
- Compensation committee interlocks: None reported among Human Capital Committee members (general disclosure; Armaly is not on Human Capital) .
Expertise & Qualifications
- Recognized IP expert; led large-scale patent licensing businesses in media/technology; strong corporate strategy and industry connections .
- Education: B.S. Mechanical Engineering (University of Missouri Columbia); J.D. (UC Berkeley) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 2,176 common shares; <1% of outstanding |
| Shares pledged as collateral | None; company states reported shares are not pledged |
| Outstanding unvested RSUs (12/31/2024) | 1,711 units |
| Options outstanding | None for non-employee directors |
| Director ownership guideline | Target holdings valued at 5× $65,000 Board retainer; qualifying stock includes common stock and RSUs, priced using 200-day average; 5-year window to comply |
| Compliance status (as of 3/31/2025) | All non-employee directors met guideline or were in compliance with retention rule |
| Deferred compensation elections | Directors eligible; none deferred 2024 Board fees |
Governance Assessment
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Positive signals:
- Independence affirmed; service on Audit and Nominating committees aligns with governance oversight and director responsibilities .
- Strong attendance and participation; Board met 4× in 2024 with ≥75% attendance by each director .
- Ownership alignment: guideline in place; Armaly’s RSU grants and share ownership support alignment; no pledging; hedging prohibited .
- Audit Committee scope covers ERM and cybersecurity, enhancing oversight quality; Armaly named on Committee report .
- Director equity is time-based with dividend equivalents only upon vesting, avoiding pay for failure .
-
Watchpoints:
- Sector overlap: Prior leadership roles at Adeia/TiVo/Rovi in IP licensing could create perceived informational interlocks within licensing ecosystems. No related-person transactions involving Armaly are disclosed; company maintains a formal related-party review policy via the Audit Committee .
- Exact tenure on IDCC Board not disclosed in proxy; continued monitoring of attendance and committee engagement advisable .
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RED FLAGS: None disclosed specific to Armaly (no pledging, no reported related-party transactions, no delinquent filings noted for him) .