Rmarchma, Re: Mr. Roath's Conflicted Compensation...
You noted that Mr. Roath received exceptional (above that paid to other outside directors) compensation in the form of 10,000 options in 2000 and 20,000 restricted stock shares in 2001. One should also note that Mr. Roath was the only outside director (other than Mr. Campagna) singled out for such extra remuneration.
I fully agree that such mutual "self-awards" by the Campagna/Roath compensation committee create at least an apparent conflict of interest.
IMO, the conflict becomes more than apparent when one also considers that the 2000 and 2001 grants were not the first instances of such mutually-bestowed aggrandizement. To draw a complete picture one must also consider the extraordinary 405,000 share bonus Messrs. Campagna and Roath gave themselves in 1997:
INTERDIGITAL COMMUNICATIONS CORP filed this PRE 14A on 04/17/1998
"In connection with his service as Chairman of the Board, Mr. Campagna was also awarded a non-qualified stock option in 1997 to purchase 360,000 shares of Common Stock (of which 60,000 are currently exercisable)at an exercise price of $5.44, being equal to the fair market value on the date of grant. In connection with his service as an Outside Director, Mr. Roath was also awarded a non-qualified stock option in 1997 to purchase 45,000 shares of Common Stock (of which 7,500 are currently exercisable)at an exercise price of $5.44, being equal to the fair market value on the date of grant. The foregoing options vest in six equal biannual installments over three years."
Accordingly, I will be voting to WITHHOLD on Mr. Roath's re-election to the BOD in June.
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