Replies to post #66997 on InterDigital Inc (IDCC)

[hookrider]

rmarchma:"then once again there appears to be conflict of interest."

It appears you are jumping to conclusions with out any evidence or facts. IMO one doesn't point at someone or something with out fact's, fact's & double checked fact's.

[jai]

Ronnie,

With all due respect you are a little late in the compensation issue. Past is past and you can't take shares back.

What I care about is the future.

If you want to change the compensation committee makeup now is not the time to do it. Any changes or proposals would have needed to be made last December. If you would like to draft a proposal for next years ASM thank would be fine. The only thing that could be done this year is to vote on whatever proposals are on the ballot.

[3GDollars]

Ronnie,

In the US, this is the standard operating procedure. The COB appoints outside, independent directors and recommend their compensation; the board of directors determine the COB compensation. Kind of like you scratch my back, I scratch yours.

This is just not IDCC, it's everywhere. It's up to the shareholders and institutions to keep an eye on things.


Who determines Harry’s compensation? Is it the compensation committee composed of himself and Mr. Roath, or is it just Mr. Roath, or is it the other outside directors, which would have been only Mr. Colson and Mr.Clontz for several years? Even if the other outside directors might determine Harry’s compensation and not he himself, he still determines the compensation of the outside directors. From just an appearance standpoint, it would be far better if a highly compensated Chairman of the Board had nothing to do with determining compensation for others at all.

[texb]

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.