Robert Sterne
About Robert G. Sterne
Robert G. Sterne (age 73) is a Class III director of ParkerVision, Inc. (PRKR), serving since September 2006 and previously from February 2000 to June 2003. He is a founding partner at Sterne, Kessler, Goldstein & Fox PLLC (SKGF) since 1978, specializing in patent and intellectual property law; he provides PRKR with patent/IP legal services and is recognized as an industry leader (Law360 Top 25 Icons of IP 2016; FT Top 10 Legal Innovators in North America 2015) . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ParkerVision, Inc. | Director (Class III) | Sep 2006–present; prior Feb 2000–Jun 2003 | Independent director; nominated for term through 2028 annual meeting |
| Sterne, Kessler, Goldstein & Fox PLLC | Partner (IP law) | 1978–present | Provides PRKR patent/IP legal services |
| Rentrak Corporation | Recognition cited (industry contributions) | Awards (2015–2016) | Noted IP/legal innovation (context to expertise) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sterne, Kessler, Goldstein & Fox PLLC | Partner | 1978–present | External law firm to PRKR; related-party exposure due to fees/note payable |
No other public company directorships disclosed for Mr. Sterne .
Board Governance
- Independence: Board determined Sterne is independent per Nasdaq standards; PRKR follows Nasdaq rules despite OTCQB listing .
- Board composition: Board reduced from five to four directors after a Class I director’s resignation in April 2025, reflecting company size; Class III nominees include Robert G. Sterne .
- Committee memberships: 2024 Audit Committee members were Rosenbaum (Chair), Litvack, and Titterton; Compensation Committee members were Titterton (Chair), Litvack, and Rosenbaum—Sterne not listed on committees for 2024 .
- Nominating: No separate nominating committee; independent directors collectively consider nominees (Sterne participates as an independent director) .
- Attendance: In FY2024, the Board met 10 times (three unanimous consents); all directors attended 75%+ of Board/committee meetings; two directors attended the 2024 annual meeting .
- Hedging/Pledging: Company prohibits short sales and hedging/monetization transactions by directors (alignment safeguard) .
Fixed Compensation
- Program structure: Non-employee director compensation consists exclusively of equity (no cash retainer stated); annual fair value cap $80,000 for Board service + up to $20,000 for committee service; typical vesting over one year, quarterly; option expiration ≤7 years; unvested awards forfeited upon board departure .
- FY2024 cash: Not paid; compensation was equity-only .
| Metric | FY 2024 |
|---|---|
| Annual retainer (cash) ($) | $0 (equity-only program) |
| Committee fees (cash) ($) | $0 (equity-only program) |
| Reimbursement | Reasonable expenses reimbursed |
Performance Compensation
| Award Detail | FY 2024 | FY 2025 |
|---|---|---|
| Grant date | Feb 1, 2024 | Jul 3, 2025 |
| Award type | Nonqualified stock options | Director-elected: either 275,000 RSUs or 300,000 options |
| Shares/options granted | 275,000 options | 275,000 RSUs or 300,000 options |
| Exercise price | $0.20/share | $0.29/share (if options elected) |
| Vesting schedule | 4 equal quarterly tranches starting May 1, 2024 | 50% on grant; 50% on Dec 31, 2025 |
| Expiration | Feb 1, 2029 (5-year options) | Not stated (standard ≤7 years for options) |
| Grant-date fair value | ≈ $51,000 | ≈ $80,000 (aligned to Alliant recommendations) |
| Committee service premium | None awarded in 2024 | Not disclosed |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Operating metrics (revenue, EBITDA, TSR, ESG) | None disclosed; director equity awards are time-based |
| Acceleration provisions | Change in control (without Board authorization): 100% of unvested awards vest; death/disability: 50% vest |
| Clawback | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|
| None disclosed | — | — | — |
No public-company directorships or interlocks disclosed for Mr. Sterne beyond his role at SKGF .
Expertise & Qualifications
- IP strategy leadership: Deep expertise in patent litigation and IP portfolio strategy; recognized by Law360 (Top 25 Icons of IP, 2016) and Financial Times (Top 10 Legal Innovators in North America, 2015) .
- Company-specific expertise: In-depth knowledge of PRKR’s IP and patent strategies; considered a leader in board responsibilities concerning IP .
- Independence and risk oversight context: Board committees comprised of independent directors; audit committee members designated as SEC “financial experts” (Sterne not listed on audit in 2024) .
Equity Ownership
| Ownership Metric | Dec 31, 2024 | Aug 4, 2025 |
|---|---|---|
| Beneficial ownership (shares) | Not specifically tabulated for that date | 2,528,265 shares |
| Percent of class | — | 2.06% (outstanding shares 120,116,916) |
| Options outstanding | 2,330,000 options outstanding; 2,261,250 exercisable | Includes 2,480,000 options exercisable within 60 days; excludes 150,000 options not yet exercisable |
| RSUs outstanding | Not specified | Not disclosed for Sterne (Rosenbaum footnote shows RSUs; Sterne footnote references options) |
| Pledging/Hedging | Prohibited by company policy | Prohibited |
Fixed vs Equity Mix (Director Pay Structure Signals)
- Shift and alignment: FY2025 director equity awards increased to ≈$80,000 fair value, consistent with consultant recommendations (Alliant), signaling formalization of non-employee director pay benchmarking .
- Cash vs equity: Program is exclusively equity-based, supporting alignment but increasing dilution sensitivity for shareholders .
Potential Conflicts & Related-Party Exposure
- Legal services: PRKR paid SKGF approximately $39,000 (2024) and $52,000 (2023) for patent-related legal services; Sterne is a partner at SKGF .
- Note payable: PRKR paid ≈$150,000 (2024) and ≈$163,000 (2023) for principal and interest on a 2016 note payable to SKGF; outstanding balance ≈$0.3 million at Dec 31, 2024 .
- Oversight: Audit Committee reviews and approves related-party transactions to ensure arm’s-length terms and independence assessments .
Board Process and Attendance
| Governance Element | FY 2024 |
|---|---|
| Board meetings | 10 meetings; 3 unanimous consents |
| Attendance | All directors attended ≥75% of Board/committee meetings |
| Annual meeting attendance | 2 directors attended the 2024 annual meeting |
| Nominating | Independent directors collectively handle nominations; no separate nominating committee |
Director Compensation (FY2024)
| Component | Amount ($) |
|---|---|
| Option Awards (Grant-date FV) | $50,746 |
| Stock Awards | $0 |
| Total | $50,746 |
Governance Assessment
-
Strengths
- Independent status affirmed under Nasdaq rules; participation in independent director-led nominations enhances governance continuity .
- Equity-only director compensation and hedging prohibition support alignment; capped grant values and standardized vesting limit excessive risk-taking .
- Formal engagement of independent compensation consultant (Alliant) and alignment of 2025 director awards to recommendations indicates responsiveness to governance best practices .
-
Risks/RED FLAGS
- Related-party transactions with SKGF (legal fees; outstanding note payable ≈$0.3 million) create ongoing conflict-of-interest exposure given Sterne’s partnership; requires robust audit committee oversight and transparent disclosure .
- Director compensation focused on options/RSUs without explicit performance metrics may reduce pay-for-performance rigor (though appropriate for non-employee directors); acceleration to 100% vesting upon change-in-control without Board authorization could be shareholder-unfriendly in certain scenarios .
- Limited committee role for Sterne in 2024 may constrain direct influence on key oversight areas (audit/compensation), though independence and board-level engagement remain noted .
-
Additional Notes
- Section 16(a) compliance: PRKR believes that directors/officers/10% holders filed all required reports on a timely basis for FY2024 (no delinquency noted) .
- Audit continuity managed: Audit Committee handled auditor transition in late 2024; audit committee members designated financial experts (quality of financial oversight) .
Overall: Sterne’s deep IP expertise is strategically valuable to PRKR’s litigation/IP monetization strategy, but ongoing SKGF financial ties require continued, rigorous related-party oversight to sustain investor confidence .