Rovi Announces New Board Compensation Arrangements
May 01 2015 - 6:30AM
Business Wire
Reductions Effective Immediately for
2015
Rovi Corporation (NASDAQ:ROVI) today announced that its Board of
Directors has approved new compensation arrangements reducing
overall compensation for its outside directors. Under the new
arrangements, the outside directors’ 2015 total direct compensation
has been reduced to the 50th percentile of Rovi’s peer group. Both
cash retainers and equity compensation payments are being reduced.
The new arrangements are effective immediately for 2015.
Andrew Ludwick, Chairman of the Rovi Board of Directors,
commented, “The Board’s evaluation of overall Director compensation
reflects recent constructive conversations we have had with a
number of Rovi stockholders. As we changed our peer group last year
to better reflect the Company’s current size and market
capitalization following the sale of DivX, existing director
compensation became outsized relative to our new peers. We have
taken steps to reset the compensation arrangements for the entire
2015 year, effective immediately. Our Board compensation policies
have always favored equity-based compensation, and we expect them
to do so going forward, ensuring that director compensation is
closely aligned with the interests of Rovi stockholders.”
Effective for 2015, each of the company’s non-employee directors
will receive the following compensation:
Position
Board Annual
Audit Committee
Corporate
Compensation
Cash Retainer
Annual Cash
Governance and Committee Annual
Retainer
Nominating Cash Retainer Committee Annual
Cash Retainer
Chair $96,000 $23,500
$10,000 $18,500 Member
$46,000 $10,000 $5,000
$9,000
Each of the above-mentioned cash retainers will be paid in four
quarterly installments in January, April, July and October to those
directors who serve on the Board of Directors on such payment
dates. Non-employee directors are also reimbursed for customary
travel expenses incurred attending Company meetings. The Company
does not pay, and its directors do not receive, any “per-meeting”
fees.
In addition, on the first eligible restricted stock granting
date after the date of the Company’s Annual Meeting of Stockholders
each year, each non-employee director, provided that he or she has
served on the Board for at least one year, and if he or she
continues to serve as a member of the Board, will receive an
automatic annual restricted stock grant for the number of shares
with a market value equal to $160,000.
The net effect of these changes is a reduction of each element
of director cash compensation to the 50th percentile, and a
reduction of the equity compensation from $220,000 to $160,000 per
year, which is in-line with the median of our peer group.
About Rovi Corporation
Rovi is leading the way to a more personalized entertainment
experience. The company’s pioneering guides, metadata and
recommendations continue to drive program search and navigation on
millions of devices across the globe. With a new generation of
cloud-based discovery capabilities and emerging solutions for
interactive advertising and audience analytics, Rovi is enabling
premier brands worldwide to increase their reach, drive consumer
satisfaction and create a better entertainment experience across
multiple screens. Rovi holds over 5,000 issued or pending patents
worldwide and is headquartered in Santa Clara, California. Discover
more about Rovi at Rovicorp.com.
InvestorsRovi CorporationPeter Halt, 818-295-6800Peter
Ausnit, 818-565-5200orMediaSard Verbinnen & CoJohn
Christiansen, 415-618-8750Megan Bouchier, 415-618-8750
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