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Corp_Buyer

04/03/04 12:37 PM

#65691 RE: jai #65689

"this team has the ability to listen and act" - yes, our management team has been so sensitive to the faintest wispers of any hint of concern. NOT! Give me a break.

What about all the very public, strong criticisms of management, new corporate governance laws, significant D&O insurance cost increases, in addition to the critical analyst report (which itself was unprecedented in my experience)? You make it seem like management listened only to "Tom Carpenters report last year. His 3 major concerns were addressed...".

What about the references to "outright greed" on the Heartland Fund's website and shareholders powerful vote to defeat more options?

http://investorshub.com/boards/read_msg.asp?message_id=2744335

Jai, you make it sound like management was so responsive. In fact, there were numerous letters to management posted on this board from Espy and Ronnie LONG before the public criticisms from institutions and analysts.

I cannot agree with your implication that management responded quickly to nip these concerns in the bud when IMO they only responded AFTER an unprecedented (in my experience) combination of severe private and public well founded criticisms.

Furthermore, as I understand it, management has NOT yet taken an action to fundamentally restructure the controlling members of the Compensation Committee, and IMO this is what shareholders really need to address the root causes of our management compensation and alignment concerns. The BoD has not voluntarily taken this action, has it?

JMHO,
Corp_Buyer





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Corp_Buyer

04/03/04 2:01 PM

#65702 RE: jai #65689

An analyst calling for the CoB to step down is unprecedented in my experience and in combination with the other public and private harsh criticisms of management IMO we have some VERY SIGNIFICANT indications of real management issues.

Per Tom Carpenter, Senior Technology Analyst, Hilliard Lyons Equity Research, September 10, 2003:

"To take the company to the next level, we encourage management to add to its depth by adding a well-connected wireless industry veteran or two. ... Although IDCC has 3G deals with NEC and Sharp, other major OEMs are noticeably absent. In our opinion, the addition of one or more wireless industry veterans could change this. In fact, we suggest the veteran start at the top: in the roll of Chairman of the Board.

InterDigital’s current Chairman is a garment industry entrepreneur and does not appear to us to have a substantial day-to-day role with the company. Yet, the individual has a combined one million shares and options. This is more than double the number of the President of IDCC, more than five times the number of the Chief Financial Officer, and approximately four times the number of IDCC’s head of licensing. Also, he has sold three times the number of shares in 2003 as any other officer or board member of InterDigital.

While the Chairman has been at IDCC a long time, he is also one of the two members of the compensation committee. We believe InterDigital would be better served by having a wireless industry veteran in the Chairperson role.

Someone that brings a wealth of OEMs relationships to the position and could travel and meet with OEMs to enhance IDCC’s profile in the industry could add immense value to InterDigital,in our opinion. Quite possibly, the person could also help IDCC unlock the value of its strong patent portfolio, which could translate into a much higher share price."

I note that to my knowledge the CoB HAS NOT stepped down as suggested by Tom Carpenter and furthermore the Compensation Committee is still controlled by the same 2 Directors (including the CoB).

JMHO,
Corp_Buyer