Replies to post #24093 on InterDigital Inc (IDCC)

[Corp_Buyer]

ALL: Whether or not ...

* the CC meets our expectations;
* there is good news in the near future;
* you have total trust in management;
* we know the business plan of the company in detail;
* the stock price has gone up;
* the fundamentals are strong;
* we expect greater than average stock price appreciation;
* we decide individually to buy, sell, or hold our stock;
* etc.;

such factors are separate from our reasoned good judgment as to putting in place another long term significant pay increase for employees at the company.

The requested 5M ISO increase will probably amount to many 10's if not 100's of millions of dollars to a small number of folks PERSONALLY. So, is this cost to shareholders really necessary? And, to what extent might this potential PERSONAL windfall be affecting their behavior?

I think this large pay increase is not needed nor desirable given the already very generous pay package we owners have already put in place at IDCC.

The BoD works for us and thereby the executives work for us. We owe it to them and to shareholders to make a reasoned and responsible decision as to the requested pay increase. Management is asking us for a long term pay raise at great cost of dilution to shareholders (you and me).

IMO, NO more pay raises are needed at this time so I will therefore vote "NO" on proposition #2.

Best Regards,
Corp_Buyer

[rmarchma]

DannyD re getting the message and taking credit

Just to set the record straight, I have to disagree with your following comment: “You take credit for the management changes that have happened and I don't believe those changes have anything to do with your efforts or those of anyone else on this board.” Nowhere have I directly taken credit for perceived positive changes at IDCC, although that was certainly the goal of the confrontation efforts. First there were others beside myself who were actively confronting IDCC’s management with concerns re compensation, options/share dilution, disclosures, corporate governance issues, etc. Some of these were institutional investors also. Second these perceived changes for the better might have been just coincidental, although I would like to think that OUR confrontations with management had some positive impact.

From a recent post of mine:

….”(Added Note: To IDCC's credit, bonuses to the five highest paid executives were reduced in 2002 compared to 2001. Also no options were granted to the top five executives in 2002, except for a very minor grant to Briancon. Other IDCC managers and directors did receive option grants in 2002 though. Did they get the message regarding excessive executive compensation, or was it just coincidence that bonuses and option grants to the five highest paid executives decreased in 2002 compared to 2001? Probably coincidence.)”

A concluding excerpt from one of my emails to the BOD as follows:

...”I believe that the time is ripe for shareholders to be more vocal about getting their company’s to return whole-heartedly and quickly to their fiduciary responsibilities. If corporate insiders appear to be doing things that are not in my best interests, then I have a right and I believe a duty to voice my concerns. And that’s what I am doing.”

The above excerpt leads me to your following question:

...”I have not seen you post anything for several months about any dialogue, oral or written, that you have had with anyone at IDCC. Have you had any?”

The last time I talked to anyone at IDCC was in October. I knew that my decision to directly confront IDCC’s BOD with detailed shareholder concerns might very well cut-off direct dialogue with anyone at IDCC. Although I still requested dialogue in my emails, no one from IDCC contacted me after October. However I still think my decision to confront IDCC on certain issues was the appropriate one. I would much rather have IDCC change some of its ways for the long-term betterment of the outside shareholders, then to have them directly communicate with me regarding specific questions.

[sophist]

To DannyD: Thanks again for a splendid series of postings this weekend; they help to dispel a fog of thinking voiced so often on this board about management, shareholder activism, and the rational basis for holding or selling IDCC.

There is no question in my own mind about the critical role of management in determining the ultimate success or failure of IDCC. There are plenty of companies with "good" technologies that never became viable businesses. The 2G technology of IDCC, for most of its history, could hardly be considered sufficient to assure success of the company. Whether IDCC will make a success of its many IP developments depends on the tenacity, cleverness, foresight, persuasiveness, salesmanship, leadership, hiring and firing judgments, negotiating and contracting skills, honesty and trustworthiness, as well as the respect Management commands from its industry peers and investors. The hostile and unfavorable business conditions under which management has had to operate in recent years, and the limited success they have demonstrated to date, warrants some recognition and appreciation of their credibility.

You are quite right that Management has recently put their credibility on the line "bigtime". It will not be long, in my opinion, before the truth about IDCC will be known. Carpenter has determined that the Nokia/Samsung accruals will show up in the second half of this year. A better assessment of IDCC Management is now on the line, more than in any other of the many years in which I have been invested. The discussions about Options will be of little, if any, consequence compared to the assessment of Management to be made this year.