L2vest re what are my points?
(1) First if you noticed that the post that I responded to in the reference post questioned my recap of the compensation facts stating that:
..."i wouldnt trust his information...he has a personal vendetta against harry...have you verified this information by checking the 10K's for yourself"
So my first point is that I do try to provide factual, objective as possible, intellectually honest, and specific detailed information to this board. When I delve into personal opinions, I try to label them as such. Therefore, I do take offense when someone questions my basic honesty.
(2) Not everyone knows the "facts" re Mr.Campagna's compensation over the years. They need to be out in the open for all shareholders to see. How many shareholders do you think actually read the proxies? If you do, then congratulations, but most shareholders don't.
(3) Mr. Campagna is probably the most highly compensated individual at IDCC based on the recapped proxy information. It is highly unusual for a non-CEO independent outside director COB to be the most highly compensated individual in an organization. Highly unusual. What is the justification for this unusual compensation?
(4) Mr. Campagna has served on a two-man compensation committee for many years as chairman, before it recently expanded at the end of 2003. The two men who serve on this committee have been highly compensated for their services, giving this committee the appearance of a possible conflicts of interest.
(5) Mr. Campagna's very high compensation combined with possible extensive involvement in operational affairs, makes him appear to be an inside defacto CEO and not really an independent outside director. ISS guidelines on proper corporate governance says that it is an absolute No-No for an "inside director" to serve on a company's compensation committee or the nominating committee. Mr. Campagna is chairman of both of these IDCC committees. ISS guidelines try to prevent concentration of power within an organization, and to support properly functioning checks and balances.
(6) Mr. Campagna and Mr. Roath have served on a compensation committee that has clearly overused stock-based incentives, to the point of an embarrassing and overwhelming shareholder defeat of additional options. This two-man compensation committee has caused a tremendous increase in actual and potential shareholder dilution using the stock-based instruments of options, warrants, restricted shares, and RSUs over the years. Dilution just transfers wealth from the outside shareholders to the company insiders.
(7) The same two men continue on this compensation committee, which formulated IDCC's new compensation plan. Although we don't have all the facts yet, it appears to be just a continuation of the old excessive compensation plans under a different guise. It just replaces dilutive stock options, with dilutive RSUs, which are even worse than options IMO.
(8) Mr. Roath is up for reelection to IDCC's Board of Directors this year. I can and will exercise my shareholder right to vote, and I will vote against Mr. Roath's reelection. I will also try to convince other shareholders to do likewise.
(9) I won't apologize if at times some of my posts make you feel uncomfortable. Sometimes certain negative-type information and opinions need to be brought out in the open for all to see for possible long-term improvement in certain areas.
(10) I would prefer an open exchange of all information on this investment forum. I want to know as much as I possibly can about IDCC, the good as well as the not-so-good. Only by complete information can I make the most rational investment decisions. And yes I am still very long in IDCC, which still represents a very substantial portion of my investment portfolio. I still think that IDCC can be quite successful in spite of, and not necessarily because of, some of its top leadership.
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