Form 8-K for INTERDIGITAL, INC.
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4-Jan-2012
Change in Directors or Principal Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2011, the compensation committee (the "committee") of the board of directors of InterDigital, Inc. (the "company"), after considering information on total compensation for the company's executive officers, competitive conditions, accomplishment of company goals, and individual performance, (i) established annual base salaries for fiscal year 2012 for, among other executive officers: William J. Merritt, President and Chief Executive Officer; Scott A. McQuilkin, Chief Financial Officer; Lawrence F. Shay, Executive Vice President, Intellectual Property, and Chief Intellectual Property Counsel; Mark A. Lemmo, Executive Vice President, Corporate and Business Development; and James J. Nolan, Executive Vice President, Research and Development (collectively, the "named executive officers"), (ii) approved fiscal year 2011 short-term incentive awards to, among other executive officers, the named executive officers and (iii) determined the payouts earned with respect to performance-based RSU awards previously granted under the company's long-term compensation program ("LTCP") to, among other executive officers, the named executive officers.
The following fiscal year 2012 base salaries were approved for the named executive officers:
William J. Merritt, President and Chief Executive Officer: $550,000 Scott A. McQuilkin, Chief Financial Officer: $332,600 Lawrence F. Shay, Executive Vice President, Intellectual Property, and Chief Intellectual Property Counsel: $387,000
Mark A. Lemmo, Executive Vice President, Corporate and Business Development:
$322,900
James J. Nolan, Executive Vice President, Research and Development: $302,900
Following the assessment of the company's achievement of its fiscal year 2011 goals and individual performance during fiscal year 2011, the committee approved the following short-term incentive awards to the named executive officers pursuant to the company's short-term incentive plan, which are expected to be paid in February 2012.
William J. Merritt, President and Chief Executive Officer: $469,700 Scott A. McQuilkin, Chief Financial Officer: $158,504 Lawrence F. Shay, Executive Vice President, Intellectual Property, and Chief Intellectual Property Counsel: $175,159
Mark A. Lemmo, Executive Vice President, Corporate and Business Development:
$124,235
James J. Nolan, Executive Vice President, Research and Development: $117,891
One hundred percent (100%) of all the short-term incentive awards set forth above will be paid in cash.
On January 1, 2009, the named executive officers received performance-based restricted stock unit ("RSU") awards pursuant to the January 1, 2009 through January 1, 2012 LTCP cycle, with each named executive officer's target amount established as a percentage of his effective base salary as of January 1, 2009. According to the terms of such awards, a percentage of the performance-based RSUs vested on January 1, 2012 based on the company's achievement of certain pre-established performance criteria during the January 1, 2009 through January 1, 2012 LTCP cycle period. The committee reviewed the performance criteria and accomplishments for the January 1, 2009 through January 1, 2012 LTCP cycle period and determined that the performance-based RSUs would vest on January 1, 2012 with respect to 31% of the shares subject thereto, as set forth below:
William J. Merritt, President and Chief Executive Officer: 3,382 RSUs vested on 1/1/12 (out of target award of 10,909 RSUs) Scott A. McQuilkin, Chief Financial Officer: 1,733 RSUs vested on 1/1/12 (out of target award of 5,591 RSUs)
Lawrence F. Shay, Executive Vice President, Intellectual Property, and Chief Intellectual Property Counsel: 1,854 RSUs vested on 1/1/12 (out of target award of 5,980 RSUs)
Mark A. Lemmo, Executive Vice President, Corporate and Business Development:
1,605 RSUs vested on 1/1/12 (out of target award of 5,179 RSUs) James J. Nolan, Executive Vice President, Research and Development: 1,354 RSUs vested on 1/1/12 (out of target award of 4,369 RSUs)
Any accrued dividend equivalents on the RSU awards were paid to the named executive officers in the form of additional shares of common stock upon the vesting of their RSUs on January 1, 2012.
On December 30, 2011, the committee also approved, effective with the LTCP cycle that began on January 1, 2012, the increase of the target payout amount for Mr. Merritt under the LTCP to 150% of his annual base salary.
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