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TIVO CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TIVO CORPORATION
Two Circle Star Way2160 Gold Street
San Carlos,Jose, California 9407095002
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 
TO BE HELD ON APRIL 26, 2017MAY 1, 2019
To Our Stockholders:
The annual meeting of stockholders of TiVo Corporation will be held at our offices located at 2160 Gold Street, San Jose, California 95002 on April 26, 2017,May 1, 2019, beginning at 9:00 a.m., local time. Directions to the annual meeting can be found at www.tivo.com. We are holding the meeting to act on the following matters:
1)
Election of Directors.You will have the opportunity to elect eightsix members of the Board of Directors for a term of one year. The following eightsix persons are our nominees: Thomas Carson;Raghavendra Rau; Alan L. Earhart; Eddy W. Hartenstein; Jeffrey T. Hinson; James E. Meyer; Daniel Moloney; Raghavendra Rau; and Glenn W. Welling.

2)
Approval of the Company’s Amended 2008 Equity Incentive Plan. You will be asked to approve an increase in the available share reserve under the Plan of 5,000,000 shares and certain other amendments to the Plan as described herein.

3)
Appointment of Independent Registered Public Accounting Firm. You will be asked to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017.2019.

3)4)
Advisory Vote to Approve Named Executive Officer Compensation.You will be asked for an advisory vote to approve named executive officer compensation.
4)
Advisory Vote on Frequency of Advisory Votes on Named Executive Officer Compensation. You will be asked for an advisory vote to approve how often the company should submit an advisory vote to approve named executive officer compensation.
5)
Advisory Vote to Approve Transfer Restrictions in the Company’s Amended and Restated Certificate of Incorporation. You will be asked for an advisory vote to approve the transfer restrictions set forth in Article X of the company’s Amended and Restated Certificate of Incorporation.
6)
Other Business. We will also transact any other business that is properly raised at the meeting.

We cordially invite all stockholders to attend the annual meeting in person. If you were a stockholder as of the close of business on March 1, 2017,11, 2019, you are entitled to vote at the annual meeting. A list of stockholders eligible to vote at the annual meeting will be available for review during our regular business hours at our headquarters in San CarlosJose for at least ten days prior to the meeting for any purpose related to the meeting.

  BY ORDER OF THE BOARD OF DIRECTORS
  
image4.gifraghurausig.jpg
  Thomas Carson,Raghavendra Rau, Interim President & CEO
Dated: March 15, 201720, 2019  
San Carlos,Jose, California  




YOUR VOTE IS IMPORTANT
We are using Securities and Exchange Commission rules that allow us to make our proxy statement and related materials available on the Internet. Accordingly, we are sending a “Notice of Internet Availability of Proxy Materials” to our stockholders of record instead of a paper proxy statement and financial statements. The rules provide us the opportunity to save money on the printing and mailing of our proxy materials and to reduce the impact of our annual meeting on the environment. We hope that you will view our annual meeting materials over the Internet if possible and convenient for you. Instructions on how to access the proxy materials over the Internet or to request a paper or email copy of our proxy materials may be found in the notice you received.
Whether or not you expect to attend the annual meeting, please make sure you vote so that your shares will be represented at the meeting. Our stockholders can vote over the Internet or by telephone as specified in the accompanying voting instructions or by completing and returning a proxy card. This will ensure the presence of a quorum at the annual meeting and save the expense and extra work of additional solicitation. Sending your proxy card will not prevent you from attending the meeting, revoking your proxy and voting your stock in person.







TABLE OF CONTENTSTable of Contents
 
  Page
   
PROXY STATEMENT SUMMARY
S-1

 Annual Meeting Information
S-1

 Annual Meeting Agenda and Voting Recommendations
S-1

 Corporate Governance Highlights
S-1

   
PROXY STATEMENT
1
4
  
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
1
4
 Why did I receive a notice regarding the availability of proxy materials on the internet?14
 What is the purpose of the annual meeting?14
 Who can vote at the annual meeting?14
 What is the quorum requirement for the annual meeting?15
 How do I vote my shares without attending the annual meeting?25
 How can I vote my shares in person at the annual meeting?25
 How can I change my vote after I return my proxy?25
 What proposals are scheduled to be voted on at the annual meeting?25
 Will there be any other matters considered at the annual meeting?26
 What vote is required for each proposal?26
 What are the recommendations of the Board of Directors?37
 Where can I find the voting results?37
A NOTE REGARDING OUR PROXY STATEMENT7
   
PROPOSAL 1: ELECTION OF DIRECTORS
5
8
 Nominees for Director5
Required Vote and Board Recommendation9
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
10

Principal Independent Registered Public Accounting Firm Fees and Services108
 Required Vote and Board Recommendation11
   
PROPOSAL 2: APPROVAL OF THE COMPANY'S AMENDED 2008 EQUITY INCENTIVE PLAN12
Summary of the Amended 2008 Equity Plan13
New Plan Benefits20
2008 Equity Plan Benefits22
Federal Income Tax Consequences22
Other Tax Consequences24
Required Vote and Board Recommendation24
PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATIONRATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
12
25
Principal Independent Registered Public Accounting Firm Fees and Services25
Required Vote and Board Recommendation26
   
PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ONTO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
13

PROPOSAL 5: ADVISORY VOTE ON TRANSFER RESTRICTIONS IN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
14
27
   
INFORMATION ABOUT OUR BOARD OF DIRECTORS
15
29
 Board Leadership Structure and Risk Oversight1529
 Independence of Directors1529
 Departing Director1530
 Meetings of the Board and Committees16
Board of Directors16
Audit Committee16
Compensation Committee17
Corporate Governance and Nominating Committee17
Strategy Committee1730

i


  Page
 Board of Directors31
Audit Committee31
Compensation Committee32
Corporate Governance and Nominating Committee32
Compensation Committee Interlocks and Insider Participation1832
 Corporate Governance Materials1833
 Director Nomination Process1833
 Director Qualifications18
Diversity Consideration1833
 Identifying Nominees1833
 Stockholder Nominations1934
 Communications with the Board1934
   
AUDIT COMMITTEE REPORT
20
35
  
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
21
37
  
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
22
39
  
EQUITY COMPENSATION PLAN INFORMATION
25
42
  
SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
26
43
  
EXECUTIVE COMPENSATION
27
44
 Compensation Discussion and Analysis2744
 Executive Summary2744
 Business Transformation28
2016 Highlights28
Commitment to Responsible Executive Compensation Philosophy and Practices29
Compensation Committee Engagement Efforts and Actions in connection with Say-on-Pay Vote29
Commitment to Pay for Performance31
Chief Executive Officer’s Realizable Pay31
Chief Executive Officer Reported Pay vs. Realizable Pay33
Compensation Philosophy: Objectives, Considerations and Elements3450
 Role of Our Compensation Committee3552
 Role of Management in Setting Compensation3653
 Role of Our Independent Compensation Consultant3653
 Peer Group Determination3754
 Compensation Positioning Against Peer Data and Executive Pay Survey Data3855
 Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 201638
2016 Base Salary Decisions39
20162017 the Key Compensation Elements in 2018 and Description of Changes to our 2019 Short-Term Incentive Compensation DecisionsProgram40
Corporate Performance Factor Matrix Used in 201642
2016 Long-Term Incentive Compensation Decisions43
Equity Compensation Policies46
Directors and Named Executive Officers Stock Ownership Guidelines46
Post Year-End Compensation Decisions47
Compensation Recovery Policy47
Anti-Hedging Policy48
Agreements Providing for Change of Control and Severance Benefits48
401(k) Plan49
Other Employee Benefits4956
 Tax Deductibility of Executive Compensation4969
 Accounting Considerations4969
 Compensation Program Risk Review4970
 Compensation Committee Report5070
Membership of the Compensation Committee70
SUMMARY COMPENSATION TABLE71
Grants of Plan-Based Awards73
Discussion of Summary Compensation and Plan-Based Awards Tables74
Employment Agreements with Named Executives74
Outstanding Equity Awards78

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  Page
SUMMARY COMPENSATION TABLE
51

Grants of Plan-Based Awards52
Discussion of Summary Compensation and Plan-Based Awards Tables53
Employment Agreements with Named Executives53
Outstanding Equity Awards55
 Option Exercises and Stock Vested5779
 Potential Payments upon Termination or Change of Control5780
CEO Pay Ratio Disclosure82
   
DIRECTOR COMPENSATION
60
84
 Non-Employee Director Compensation Philosophy6084
 Rovi (now TiVo Corporation) Non-Employee Director Compensation for Fiscal 201620186084
 TiVo Inc. Non-Employee Director Compensation for Fiscal 2016 (Prior to the Mergers)61
DIRECTOR COMPENSATION FOR FISCAL YEAR 2018Director Compensation for Fiscal Year 20166285
 Employee Director Compensation for Fiscal 201620186286
   
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
63
87
 Procedures for Approval of Related Party Transactions6387
   
LEGAL PROCEEDINGS
63
88
  
ADDITIONAL INFORMATION
64
89
  
OTHER BUSINESS
65
91
   
ANNEX A - ARTICLE X OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONAmended 2008 Equity Incentive Plan
A-1





iii
PROXY STATEMENT SUMMARY


PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.
Annual Meeting Information
Time and Date:9:00 a.m., local time, on Wednesday, April 26, 2017May 1, 2019
Place:Offices located at 2160 Gold Street, San Jose, California 95002
Record Date:March 1, 201711, 2019
Voting:•Stockholders as of the record date are entitled to vote.
 •You can vote over the Internet or by telephone or by completing and returning a proxy card or, if you hold shares in a brokerage account in your broker’s name (in “street name”), a voting instruction form as supplied by your broker.
 •See the voting instructions for Internet and telephone voting in the Notice of Availability or in the materials sent to you for more information.
Attending the Annual Meeting:•In Person: The meeting starts at 9:00 a.m. local time. You will be required to present proof of identification and stock ownership in order to attend the meeting.
 •You do not need to attend the annual meeting to vote if you have submitted your proxy or otherwise voted your shares in advance of the meeting.

Annual Meeting Agenda and Voting Recommendations
 
Proposal Board Voting Recommendation 
Page Reference 
(for more detail)
Election of 86 directors For each director nominee 
5
8
Amendments to the Company's 2008 Equity Incentive PlanFor12
Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 20172019 For 
10
25
Advisory resolution on named executive officer compensation For 
12
Advisory resolution on frequency of advisory resolution on named executive officer compensationSelect “one year”
13
Advisory resolution on transfer restrictionsFor
14
27

Corporate Governance Highlights

Governance Matter Summary HighlightsPage Reference
(for more detail)
Board Independence 
Independent nominees: 75 out of 86
Independent chairman: James E. Meyer
Independent Board committees: AllAudit Committee, Compensation Committee and Corporate Governance and Nominating Committee
29

1
15
PROXY STATEMENT SUMMARY




Governance MatterSummary HighlightsPage Reference
(for more detail)
Director Elections 
Frequency: Annual
Voting standard for uncontested elections: Majority of votes cast
5, 9
11
Meeting Attendance All directors attended at least 75% of the total number of meetings of our Board of Directors and committees on which the director served in 201620181630
Evaluating and Improving Board Performance 
Board evaluations: Annual

Committee evaluations: Annual
1632
Aligning Director and Stockholder Interests 
Director stock ownership guidelines: Yes

Director equity grants: Yes

Director compensation limits: Yes
46

S-1
66, 84-85
PROXY STATEMENT SUMMARY



Governance MatterSummary HighlightsPage Reference
(for more detail)
Stockholder Engagement and Executive and Director Compensation ChangesHighlights We are committed to ensuring our executive compensation program is effective in aligning our executive pay with our performance and our stockholders’ interests. We engage with our stockholders on our executiveOur compensation program and corporate governance and have madeincludes the following fundamental changes to our compensation program:highlights:3047
  •Adjusted our 2016Our 2018 executive pay positioning philosophy downward to targettargets overall target compensation at the 50th percentile of peer data;data for decisions made in the normal course for our named executive officers other than Mr. Rau and Mr. Rodriguez; 
  •
Reduced our 2016 executive pay levels to reflect this new philosophy, resulting in (i) no increases to base salary for our named executive officers in 2016; (ii) no increases in target bonuses for our named executive officers in 2016; and (iii) reduction of 2016 equity award target values ranging from 48% to 57% compared to the 2015 long-term equity incentive grants;
•Changed our CEO’s 2016 equity compensation mix so that performance vesting awards represent the largest component (40%) of his annual target equity award and stock options represent the smallest component (25%) of his annual target equity award;
•IncreasedMaintained the threshold level of corporate performance goals necessary for our named executive officers to earn any annual performance bonus in 2016 to 75%2018 at 90%;
•To further increase the rigor of our 2019 annual performance bonus program and furtheralign our executive compensation program with our stockholders’ interests, the compensation committee (i) increased the threshold level of corporate and business group performance goals necessary for our named executive officers to earn any bonus from 90% to 95% (without a corresponding increase to payout level), (ii) reduced the maximum payout level for 2017;corporate, individual and business group performance goals from 200% to 175% (without a corresponding reduction to the level of performance goals necessary to earn the maximum payout), and (iii) for business unit leaders, increased the weighting of the corporate performance goals (from 20% to 50%) and decreased the weighting of individual goals (from 30% to 10%) and business group goals (from


2
PROXY STATEMENT SUMMARY


Governance MatterSummary HighlightsPage Reference
(for more detail)
50% to 40%). 
  •IncreasedContinued measuring the vesting of our CEO stock ownership guideline in 2016 to 5x annual base salary and further in 2017 to 6x annual base salary;
•Changed our long-term performance vesting awards (beginninggranted in 2015) to be measured2018 over a three-year performance period based entirely upon the achievement of two equally weighted objective performance factors (aa relative total stockholder return (“TSR”) metric and a compoundhaving those performance awards make up 50% of the 2018 annual growth rate and margin target);
•Clarified measures and goalslong-term awards for all incentive plans in the proxy statement (beginning in 2015) to show rigor of short-term and long-term incentive targets;
•Adopted a clawback policy beginning in 2015;
•Eliminated the discretionary incentive elements from our seniornamed executive bonus plan beginning in 2015;officers other than Mr. Rodriguez; and 
  •Modified our peer group in both 2015 and 2016 to remove companies whose revenues and market capitalizations were too large to be appropriate for pay positioning purposes.
Director Compensation ChangesWe are committed to ensuring our compensation program for the non-employee members of our Board of Directors is effective in aligning pay with market metrics and is our stockholder’s interests. We have made the following key changes for our director compensation program:
60
•Eliminated the automatic initial restricted stock grant under our non-employee director compensation program that previously hadMaintained a market value equal to $440,000 on the grant date, beginning with any non-employee directors joining our Board of Directors after October 2015; and
•Added a limitation on the total annual compensation that may be paid or granted to any non-employee director for service on our Board of Directors, which was approved by our stockholders in April 2016.clawback policy since 2015. 


S-2
3
PROXY STATEMENT



TIVO CORPORATION
Two Circle Star Way2160 Gold Street
San Carlos,Jose, California 94070

95002
PROXY STATEMENT
For the
Annual Meeting of Stockholders
To be held on April 26, 2017May 1, 2019


INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
The Board of Directors (sometimes referred to as the “Board”) of TiVo Corporation (sometimes referred to as the “company” or “TiVo”) is soliciting your proxy for our 20172019 annual meeting of stockholders (the “annual meeting” or “meeting”). The annual meeting will be held at our office located at 2160 Gold Street, San Jose, California 95002 on April 26, 2017,May 1, 2019, beginning at 9:00 a.m., local time. Our telephone number is (408) 562-8400.519-9100. We are first distributing this proxy statement and voting instructions on or about March 15, 2017.20, 2019.
This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the annual meeting. Please read it carefully.
Why did I receive a notice regarding the availability of proxy materials on the Internet?

Instead of mailing paper proxy materials, we sent a “Notice of Internet Availability of Proxy Materials” to our stockholders of record. We refer to that notice as the “Notice of Availability.” The Notice of Availability provides instructions on how to view our proxy materials over the Internet, how to vote and how to request a paper or email copy of our proxy materials. This method of providing proxy materials is permitted under rules adopted by the Securities and Exchange Commission (“SEC”). We hope that following this procedure will allow us to save money on the printing and mailing of those materials and to reduce the impact that our annual meeting has on the environment.
We intend to mail the Notice of Availability on or about March 15, 201720, 2019 to all stockholders of record entitled to vote at the annual meeting.
What is the purpose of the annual meeting?
At our annual meeting, stockholders will act upon the proposals described in this proxy statement. In addition, management will be available to discuss our performance and respond to questions from stockholders.
Who can vote at the annual meeting?

The Board of Directors set March 1, 201711, 2019 as the record date for the annual meeting. If you owned our common stock at the close of business on March 1, 2017,11, 2019, you may attend and vote at the annual meeting. You are entitled to one vote for each share of common stock that you held on the record date for all matters to be voted on at the annual meeting. As of the record date, 121,150,043124,905,466 shares of common stock, representing the same number of votes, were outstanding.

4
PROXY STATEMENT


What is the quorum requirement for the annual meeting?
A majority of our outstanding shares as of the record date must be present in person or represented by proxy at the meeting in order to hold the annual meeting and conduct business. This is called a quorum. Your shares are counted as present in person or represented by proxy at the annual meeting if you are present in person at the meeting or if you have properly submitted a proxy by telephone, Internet or mail. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present in person or represented by proxy at the annual meeting.

1
PROXY STATEMENT


How do I vote my shares without attending the annual meeting?

You can vote over the Internet or by telephone or by completing and returning a proxy card or, if you hold shares in a brokerage account in your broker’s name (in “street name”), a voting instruction form as supplied by your broker. Voting instructions for Internet and telephone voting can be found in the Notice of Availability or in the materials sent to you. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern time on April 25, 2017.30, 2019.
Please be aware that if you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.
How can I vote my shares in person at the annual meeting?

Shares held directly in your name as the stockholder of record may be voted in person at the annual meeting. If you choose to attend the meeting in person, please bring proof of identification to the meeting. If you hold your shares in street name, your broker will forward these proxy materials to you. If you hold your shares in street name, you have the right to direct your broker on how to vote the shares, but you may not vote these shares in person at the annual meeting unless you bring an account statement and a letter of authorization from the broker that holds your shares to the meeting.
How can I change my vote after I return my proxy?

You may revoke your proxy (including any Internet or telephone vote) and change your vote at any time before the final vote at the meeting. You may do this by submitting a new proxy at a later date or by attending the meeting and voting in person. Attending the meeting will not revoke your proxy unless you specifically request it. Only the latest validly executed proxy that you submit will be counted.

What proposals are scheduled to be voted on at the annual meeting?

The following proposals are scheduled for a vote at the annual meeting:
Proposal No. 1: the election of each of the named nominees for director;
Proposal No. 2: the amendments to the Company's 2008 Equity Incentive Plan;

Proposal No. 3: the ratification of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017;2019; and
Proposal No. 3:4: the advisory vote to approve named executive officer compensation;compensation.
Proposal No. 4: the advisory vote on the frequency of the advisory vote to approve named executive officer compensation; and
Proposal No. 5: the advisory vote to approve the transfer restrictions in the company’s Amended and Restated Certificate of Incorporation.
5
PROXY STATEMENT


Will there be any other matters considered at the annual meeting?
We are unaware of any matter to be presented at the annual meeting other than the proposals discussed in this proxy statement. If other matters are properly presented at the annual meeting, then the persons named in the proxy will have authority to vote all properly executed proxies in accordance with their judgment on any such matter.

What vote is required for each proposal?

Election of Directors. You may vote “FOR” or “AGAINST” a nominee for our Board of Directors or “ABSTAIN” from voting as to a nominee. Our Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections. Therefore, in an uncontested election, each nominee who receives a majority of the votes cast (the number of shares voted “for” the nominee exceeds the number of votes cast “against” that nominee) will be elected, assuming a quorum is present. In a contested election, however, directors are instead elected by a plurality of the votes cast, meaning that the eightsix nominees receiving the most votes would be elected. You may not vote your shares cumulatively or for a greater number of persons than the number of nominees named

2
PROXY STATEMENT


in this proxy statement. Abstentions and broker non-votes are not counted as votes cast and therefore will not have any effect on the outcome of this proposal.
RatificationApproval of Independent Registered Public Accounting Firmthe Company’s Amended 2008 Equity Incentive Plan. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the ratificationapproval of our selection of Ernst & Young LLPthe company’s 2008 Equity Incentive Plan, as our independent registered public accounting firm.amended. The affirmative vote of the majority of the shares present in person or represented by proxy at the meeting will be required for approval. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes will not have any effect on the outcome of this proposal.
Ratification of Independent Registered Public Accounting Firm. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the ratification of our selection of Ernst & Young LLP as our independent registered public accounting firm. The affirmative vote of the majority of the shares present in person or represented by proxy and entitled to vote at the meeting will be required for approval. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes, if any, will not have any effect on the outcome of this proposal.
Advisory Vote to Approve Named Executive Officer Compensation. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the non-binding advisory vote on named executive officer compensation. The affirmative vote of the majority of the shares of common stock represented in person or by proxy and entitled to vote at the meeting will be required for approval of this non-binding advisory vote. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes will not have any effect on the outcome of this proposal. While the results of this advisory vote are non-binding, our compensation committee will consider the outcome of the vote in deciding whether any actions are necessary to address the concerns raised by the vote and when making future compensation decisions for named executive officers.

Advisory Vote on Frequency of the Advisory Vote to Approve Named Executive Officer Compensation. In voting on this resolution, you may vote for one, two or three years based on your preference as to the frequency with which an advisory vote on named executive officer compensation should be held. If you have no preference, you may also vote to “ABSTAIN”. Abstentions will be counted towards the vote total, but will not be counted as a vote in favor of any of the frequency options, and thus will have the effect of reducing the likelihood that any frequency receives a majority vote, and broker non-votes will not have any effect on the outcome of this proposal. While the results of this advisory vote on the frequency with which an advisory vote on named executive officer compensation are non-binding, our Board of Directors and compensation committee will give careful consideration to the choice that receives the most votes when considering the frequency of future advisory votes on compensation of our named executive officers.
Advisory Vote to Approve Transfer Restrictions in the Company’s Amended and Restated Certificate of Incorporation. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the non-binding advisory vote on the transfer restrictions set forth in Article X of the company’s Amended and Restated Certificate of Incorporation attached as Annex A to this proxy statement. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes will not have any effect on the outcome of this proposal. While the results of this advisory vote are non-binding, our Board of Directors will give careful consideration to the outcome of the vote in deciding whether any actions are necessary to address the concerns raised by the vote.
All shares entitled to vote and represented by properly completed proxies received prior to the meeting and not revoked will be voted at the meeting in accordance with your instructions. If you return a signed proxy card without indicating how your shares should be voted on a matter and do not revoke your proxy, the shares represented by your proxy will be voted as the Board of Directors recommends. If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may

6
PROXY STATEMENT


constitute “broker non-votes” and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the meeting.
What are the recommendations of the Board of Directors?

The recommendation of our Board of Directors is set forth together with the description of each proposal in this proxy statement. In summary, our Board of Directors recommends a vote FOR the election of each of the named nominees for director, FOR the Amendments to the Company's 2008 Equity Incentive Plan, FORratification of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017.2019. With respect to the advisory votes, our Board of Directors recommends a vote FOR the compensation of our named executive officers, SELECTone year as to the frequency of holding advisory votes on named executive officer compensation and FOR thetransfer restrictions in the company’s Amended and Restated Certificate of Incorporation.officers.

Where can I find the voting results?
    
The preliminary voting results will be announced at the meeting. The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the SEC within four business days after the meeting. If our final voting results are not available within four business days after the meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us.


3
PROXY STATEMENT


A NOTE REGARDING OUR PROXY STATEMENT

The company was incorporated in Delaware on April 28, 2016 in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 28, 2016, (the “Merger Agreement”), by and among TiVo, Rovi Corporation (“Rovi”), TiVo Inc. (now known as TiVo Solutions Inc.) (“TiVo Inc.”), Nova Acquisition Sub, Inc. and Titan Acquisition Sub, Inc. On September 7, 2016 (the “TiVo Acquisition Date”), the parties consummated the transactions whereby Nova Acquisition Sub, Inc. was merged with and into Rovi, and Titan Acquisition Sub, Inc. was merged with and into TiVo Inc., with each of Rovi and TiVo Inc. surviving their respective mergers as wholly owned subsidiaries of the company (collectively, the “Mergers”“TiVo Acquisition”).

Please note that unless indicated otherwise, the discussionsdiscussion in “Executive Compensation” and “Non-Employee Director Compensation” reflectreflects the disclosures of Rovi, and with respect to the period following the TiVo Acquisition Date, TiVo, as the successor registrant to Rovi, and with respect to certain disclosures in “Non-Employee Director Compensation,” TiVo Inc., for previous fiscal year(s).Rovi. These disclosures, which include descriptions of the practices and policies for each of Rovi (and TiVo, as the successor registrant to Rovi) and TiVo Inc., are provided for your information to the extent they relate to the company’s current executives and Board of Directors.executives.



47
PROPOSAL 1: ELECTION OF DIRECTORS


PROPOSAL 1: ELECTION OF DIRECTORS
Our Board of Directors currently consists of nineseven members, a majority of whom are “independent” under applicable rules of the SEC. Our Bylaws provide that our Board of Directors shall have not less than five members, with the exact number of directors to be fixed from time to time by the Board of Directors.
The corporate governance and nominating committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the company’s business. To that end, the committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the corporate governance and nominating committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director or nominee that led the committee to recommend that person as a nominee. Each corporate governance and nominating committee member may have a variety of reasons, however, for believing that a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members. Each of the nominees listed below is currently a director of the company who was previously elected by the stockholders, except for Messrs. Hinson and Moloney. In September 2016, in accordance with the terms of the Merger Agreement, Rovi’s board of directors and TiVo Inc.'s board of directors mutually agreed that Messrs. Hinson and Moloney would join the Board of Directors.stockholders.
In February 2017,March 2019, Mr. N. Steven LucasJeffrey T. Hinson notified the Board that he would not stand for re-election. Accordingly, and based on the above criteria, our corporate governance and nominating committee has recommended the eightsix individuals listed below to stand for election at the annual meeting of stockholders this year and our Board of Directors has approved the nomination of these eightsix directors to stand for election. Each director will be elected to serve until the next annual meeting of stockholders, or until a successor is duly elected and qualified or until the director’s earlier death, resignation or removal. Each nominee for director below has consented to be named in this proxy statement and has agreed to serve as a director if elected by the stockholders. If any nominee named in this proxy statement should become unable to serve or for good cause will not serve as a director prior to the meeting, our Board of Directors may designate a substitute nominee to fill the vacancy and proxies will be voted for that substitute nominee. If any such substitute nominee(s) are designated, we will file an amended proxy statement and proxy card that, as applicable, identifies the substitute nominee(s), discloses that such nominee(s) have consented to being named in the revised proxy statement and to serve if elected, and includes biographical and other information about such nominee(s) as required by the rules of the SEC.

There are no family relationships among our executive officers, directors and nominees for director.
Nominees for Director
You are being asked to vote on the eightsix director nominees listed below. Unless otherwise instructed, the proxy holders will vote the proxies received by them for these eightsix nominees. All of our nominees for director are current members of our Board of Directors.
Name of Director Nominee Age 
Director
Since*
 Position
Thomas Carson 57 2011 Director; President and Chief Executive Officer
James E. Meyer 62 1997 Chairman of the Board; Independent Director
Alan L. Earhart 73 2008 Independent Director
Eddy W. Hartenstein 66 2015 Independent Director
Jeffrey T. Hinson 62 2007 Independent Director
Daniel Moloney 57 2013 Independent Director
Raghavendra Rau 67 2015 Independent Director
Glenn W. Welling 46 2015 Independent Director
*The “Director Since” column above denotes the year in which such member joined as a director of TiVo Corporation or one of its subsidiaries, Rovi Corporation, TiVo Inc., Rovi Solutions Corporation (formerly Macrovision Corporation) or Rovi Guides, Inc. (formerly Gemstar-TV Guide International, Inc. (“Gemstar”)).


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PROPOSAL 1: ELECTION OF DIRECTORS



Name of Director Nominee Age 
Director
Since*
 Position
Raghavendra Rau 69 2015 Director; Interim President and Chief Executive Officer
James E. Meyer 64 1997 Chairman of the Board; Independent Director
Alan L. Earhart 75 2008 Independent Director
Eddy W. Hartenstein 68 2015 Independent Director
Daniel Moloney 59 2013 Independent Director
Glenn W. Welling 48 2015 Independent Director
*The “Director Since” column above denotes the year in which such member joined as a director of TiVo Corporation or one of its subsidiaries, Rovi, TiVo Inc., Rovi Solutions Corporation (formerly Macrovision Corporation) or Rovi Guides, Inc. (formerly Gemstar-TV Guide International, Inc. (“Gemstar”)).
Thomas Carson.Raghavendra Rau
Qualifications: Mr. Rau holds a bachelor's degree in engineering from the National Institute of Technology (Surathkal, India) and an MBA from the Indian Institute of Management (Ahmedabad). Mr. Rau serves on the Board of Quantum Corporation, a manufacturer of data storage devices, and served on the Board of Aviat Networks, a wireless networking company, from November 2010 to January 2015. We believe Mr. Rau brings extensive prior experience in the service provider industry, senior leadership experience including serving as a chief executive officer and valuable experience in the implementation of corporate strategy to the Board of Directors.
 
• Mr. CarsonRau has served as our Interim President and Chief Executive Officer since July 2018 and as a member of our Board of Directors since December 2011.2015.
• Mr. Carson previouslyRau served as Chief Executive Officer of SeaChange International Inc., a video software technology company, from November 2011 to October 2014 and was Executivea member of its Board from July 2010 until October 2014.
• Mr. Rau has held a number of senior leadership positions with Motorola Inc. from 1992 to 2008, including Senior Vice President Worldwide Salesof Strategy and Business Development of the Networks & Marketing since May 2008 when the acquisition of Gemstar-TV Guide International by the company was completed.
• From April 2006 to May 2008, Mr. Carson served in various capacities at Gemstar, includingEnterprise business, Senior Vice President of the North American IPGMobile TV Solutions business, and President for North American CE business.
• Prior to joining Gemstar, Mr. Carson held various executive positions at Thomson Multimedia Corporation (“Thomson”), including ExecutiveCorporate Vice President of Operational Efficiency programs, Executive Vice President, Global SalesMarketing and Services and Executive Vice President of Patents & Licensing.Professional Services.
James E. Meyer
Qualifications: Mr. CarsonMeyer holds a B.S. in business administrationeconomics and an MBA from VillanovaSt. Bonaventure University. WeMr. Meyer currently serves on the Boards of Directors of SiriusXM and Charter Communications. With his years of managerial experience, both at Sirius and Thomson, we believe Mr. Carson is qualifiedMeyer brings to sit on our Board of Directors as he is our Presidentdemonstrated management ability at senior levels and Chief Executive Officer.critical industry, technology and operational insights.

Age: 57
Director since: 2011
James E. Meyer.
 
• Mr. Meyer has served as our Chairman of the Board since July 2015 and a member of our Board since May 2008.
• Mr. Meyer has served as Chief Executive Officer of Sirius XM Radio since December 2012.
• Mr. Meyer served as President of Sirius Satellite Radio from April 2004 to December 2012.
• From 1997 to 2002, Mr. Meyer served in various capacities at Thomson.
• Mr. Meyer served as a member of the Board of Directors of Gemstar from 1997 until May 2008.

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PROPOSAL 1: ELECTION OF DIRECTORS



Alan L. Earhart
Qualifications:Mr. MeyerEarhart holds a B.S. in economics and an MBAaccounting from St. Bonaventure University. Mr. Meyer currently serves on the boardUniversity of directors of SiriusXM. WithOregon. From his years of managerial experience bothas a partner at Sirius and Thomson,a major accounting firm, we believe Mr. Meyer brings to our BoardEarhart has extensive knowledge of Directors demonstrated management ability at senior levelsaccounting issues and criticalvaluable experience dealing with accounting principles and financial reporting rules and regulations, evaluating financial results and generally overseeing the financial reporting process of publicly-reporting companies, as well as technology industry technology and operational insights.insight.

Age: 62
Director since: 1997
Alan L. Earhart.
 
• Mr. Earhart retired as partner of PricewaterhouseCoopers LLP, an accounting and consulting firm, in 2001. At the time of his retirement, he served as Managing Partner for PricewaterhouseCoopers’ Silicon Valley office.
• From 1970 to 2001, Mr. Earhart held a variety of positions with Coopers & Lybrand and its successor entity, PricewaterhouseCoopers LLP.
Eddy W. Hartenstein
Qualifications:Mr. EarhartHartenstein holds a B.S. in accountingaerospace engineering, a B.S. in mathematics and an honorary Doctor of Science from California State Polytechnic University, Pomona, and an M.S. in applied mechanics from the UniversityCalifornia Institute of Oregon.Technology. Mr. EarhartHartenstein currently serves onas the Boardlead independent director of DirectorsSirius XM Radio Inc. and as a director of NetApp, a computer storageBroadcom Corporation, an analog and data managementdigital semiconductor connectivity solutions company, and Brocade Communications Systems Inc., a data center networking solution company. From his experience as a partner at a major accounting firm, weTribune Publishing. We believe, Mr. Earhart has extensive knowledge of accounting issuesHartenstein’s experience in the media and valuable experience dealing with accounting principles and financial reporting rules and regulations, evaluating financial results and generally overseeing the financial reporting process of publicly-reporting companies,service provider industries, senior leadership, as well as technologyhis previous operational experience, including serving as the chief executive officer, of large, complex, publicly-held companies brings technological and industry insight.expertise to our Board of Directors.

Age: 73
Director since: 2008

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PROPOSAL 1: ELECTION OF DIRECTORS


Eddy W. Hartenstein.
 
• Mr. Hartenstein served as President and Chief Executive Officer of the Tribune Company, a multimedia, publishing, digital media and broadcasting company, from May 2011 to January 2013.
• Mr. Hartenstein was also publisher and Chief Executive Officer of the Los Angeles Times from August 2008 to August 2014.
• Previously, Mr. Hartenstein served as President of DIRECTV, Inc., a television service provider, from its inception in 1990 through 2001 and then as its Chairman and Chief Executive Officer from 2001 to 2003, when News Corporation purchased a controlling interest in the company. He continued as Vice Chairman of The DIRECTV Group until 2004.
• Mr. Hartenstein was inducted into the Consumer Electronics Association Hall of Fame in 2008, the Broadcasting and Cable Hall of Fame in 2002 and the National Academy of Engineering in 2001, and received an Emmy® from the National Academy of Television Arts and Sciences for lifetime achievement in 2007.
Qualifications: Mr. Hartenstein holds a B.S. in aerospace engineering, a B.S. in mathematics and an honorary Doctor of Science from California State Polytechnic University, Pomona, and an M.S. in applied mechanics from the California Institute of Technology. Mr. Hartenstein currently serves as the lead independent director of Sirius XM Radio Inc. and as a director of Broadcom Corporation, an analog and digital semiconductor connectivity solutions company, City of Hope, a private, not-for-profit clinical research center, hospital and medical school, Tribune Publishing and SanDisk Corporation, a flash memory storage device and software company. We believe, Mr. Hartenstein’s experience in the media and service provider industries, senior leadership, as well as his previous operational experience, including serving as the chief executive officer, of large, complex, publicly-held companies brings technological and industry expertise to our Board of Directors.

Age: 66
Director since: 2015
Jeffrey T. Hinson.
• Mr. Hinson has served as President of YouPlus Media L.L.C., an online video content marketing company, since June 2009.
• From July 2007 to July 2009, Mr. Hinson served as Chief Executive Officer of Border Media Partners.
• Mr. Hinson was an independent Financial Consultant from January 2006 to June 2007.
• From March 2004 to June 2005, Mr. Hinson served as Executive Vice President and Chief Financial Officer of Univision Communications, a Spanish language media company.
• Previously, Mr. Hinson served as Senior Vice President and Chief Financial Officer of Univision Radio, the radio division of Univision Communications, from September 2003 to March 2004, and later, as a consultant to Univision Communications, from June 2005 to December 2005.
Daniel Moloney
Qualifications: Mr. HinsonMoloney holds a BBAbachelor’s degree in engineering from the University of Texas at AustinMichigan and an MBA from the University of Texas Business School.Chicago. Mr. HinsonMoloney currently serves as chairmanon the Board of the boardDirectors of directors of Windstream Corporation, a provider of voice and data network communications, and as a director of Live Nation Entertainment,Plantronics Inc., a global entertainment company.communications solutions provider. He also serves on the Boards of Directors
of Stratus Technologies and Digital River. We believe Mr. Hinson has extensive financial and accountingMoloney’s nearly 30 years of experience thatin providing leading technology to the cable industry will provide valuable insight to our Board of Directors.unique
Age: 62
Director since: 2007


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PROPOSAL 1: ELECTION OF DIRECTORS


Daniel Moloney.
 
• Mr. Moloney has served as Executive Partner of Siris Capital Group, LLC, a technology/telecom focused private equity company, since November 2013.
• Mr. Moloney served as President of Motorola Mobility, Inc., a consumer electronics and telecommunications company, from September 2010 until June 2012.
• From April 2010 to August 2010, Mr.

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PROPOSAL 1: ELECTION OF DIRECTORS



Moloney served President and Chief Executive Officer of Technitrol, Inc.
• Mr. Moloney served as Executive Vice President and President, Home and Networks Mobility of Motorola, Inc. from April 2007 until March 2010.
• From June 2002 to March 2007, Mr. Moloney served as Executive Vice President and President, Connected Home Solutions of Motorola, Inc.
Qualifications: Mr. Moloney holds a bachelor’s degree in engineering from the University of Michigan and an MBA from the University of Chicago. Mr. Moloney currently serves on the boards of directors of Stratus Technologies, Polycom and Digital River. He also serves on the board of The Cable Center, an industry non-profit company. We believe Mr. Moloney’s nearly 30 years of experience in providing leading technology to the cable industry will provide unique contributions to our Board of Directors.
Age: 57
Director since: 2013
Raghavendra Rau.
Glenn W. Welling
•Qualifications: Mr. RauWelling holds a B.S. in economics from the University of Pennsylvania. Mr. Welling has served as Chief Executive Officeron the Board of SeaChange InternationalDirectors of Hain Celestial, a natural and organic food company, since September 2017. He was previously a member of the Board of Directors of Jamba, Inc. from 2015 until its acquisition in 2018, and Medifast, Inc., a video software technology company,manufacturer and distributor of healthy living products and programs, from November 20112015 to October 2014 and was a member of its board from July 2010 until October 2014.
• Mr. Rau has held a number of senior leadership positions with Motorola Inc. from 1992 to 2008, including Senior Vice President of Strategy and Business Development of the Networks & Enterprise business, Senior Vice President of the Mobile TV Solutions business, and Corporate Vice President of Marketing and Professional Services.
Qualifications: Mr. Rau holds a bachelor's degree in engineering from the National Institute of Technology (Surathkal, India) and an MBA from the Indian Institute of Management (Ahmedabad). Mr. Rau served on the board of Aviat Networks, a wireless networking company, from November 2010 to January 2015, and on the board of Microtune, Inc., a silicon and subsystems company from May 2010 to December 2010.2018. We believe Mr. RauWelling brings extensive prior experience in the service provider industry, senior leadership experience including serving as a chief executive officer and valuable experience in the implementation of corporate strategyfinancial expertise to theour Board of Directors.

Age: 67
Director since: 2015
Glenn W. Welling.
 
• Mr. Welling has been the Chief Investment Officer and Principal of Engaged Capital, LLC since its founding in 2012.
• Prior to founding Engaged Capital, Mr. Welling was a principal and managing director of research at Relational Investors, LLC, which he joined in July 2008 and was responsible for the research in the equity fund's consumer, healthcare and utility group.
• FormFrom February 2002 to May 2008, Mr. Welling was a Managing Director of Credit Suisse Group AG, where he also served as the Head of the Investment Banking Department’s Advisory Business.
Qualifications: Mr. Welling holds a B.S. in economics from the University of Pennsylvania. Mr. Welling has been a member of the board of directors of Jamba, Inc., a leading restaurant retailer of better-for-you food and beverage offerings, since January 2015 and on the board of Medifast, Inc., a manufacturer and provider of weight-loss and healthy living products and programs, since June 2015. We believe Mr. Welling brings extensive financial expertise to our Board of Directors.

Age: 46
Director since: 2015


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PROPOSAL 1: ELECTION OF DIRECTORS


Required Vote and Board Recommendation

Our Bylaws require that each director be elected by the majority of votes cast with respect to such director in uncontested elections. The election of directors pursuant to this Proposal is an uncontested election, and, therefore, the majority vote standard will apply. Therefore, each nominee who receives a majority of the votes cast (the number of shares voted “for” the nominee exceeds the number of votes cast “against” that nominee) will be elected, assuming a quorum is present. You may vote “for” a nominee for our Board of Directors, you may vote “against” a nominee, or you may “abstain” from voting as to a nominee. You may give each candidate one vote for each share you held on the record date. You may not vote your shares cumulatively or for a greater number of persons than the number of nominees named in this proxy statement. If a nominee receives a greater number of votes “against” from his or her election than votes “for” such nominee, such nominee shall offer to tender his or her resignation to the Board in accordance with our Bylaws. Abstentions and broker non-votes are not counted as votes cast and therefore will not have any effect on the outcome of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINATED DIRECTORS.



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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 EQUITY INCENTIVE PLAN
At the meeting, stockholders will be asked to approve the company’s 2008 Equity Incentive Plan (the “2008 Equity Plan”), as amended. The 2008 Equity Plan (which was originally named the Rovi Corporation 2008 Equity Incentive Plan) was originally approved by the Board of Directors of Rovi Corporation (“Rovi”) on June 9, 2008 and by the stockholders of Rovi on July 15, 2008 and has been subsequently amended in 2011, 2013, 2014 and 2016, as described more in detail below. On September 7, 2016, in connection with the TiVo Acquisition, the 2008 Equity Plan was assumed by the company and all shares of Rovi’s common stock subject to the 2008 Equity Plan were converted to shares of the company’s common stock.

Subject to stockholder approval, the company’s Board approved an amendment of the 2008 Equity Plan on March 14, 2019 to make certain material changes (the 2008 Equity Plan, as amended, the “Amended 2008 Equity Plan”). The Amended 2008 Equity Plan includes the following material changes to the 2008 Equity Plan, as described in more detail under “Summary of the Amended 2008 Equity Plan” below:

revise the name of the plan to be the TiVo Corporation 2008 Equity Incentive Plan;
increase the aggregate number of shares of the company’s common stock authorized for issuance under the Amended 2008 Equity Plan by 5,000,000 shares; and
provide that the Amended 2008 Equity Plan will be the successor to and continuation of the TiVo Corporation Titan Equity Incentive Award Plan (the “TiVo Prior Plan”) so that (i) following August 6, 2018 (the termination date of the TiVo Prior Plan), no new awards will be granted under the TiVo Prior Plan, and (ii) as of the date of the 2019 annual meeting, shares that are subject to outstanding stock awards granted under the TiVo Prior Plan that (a) expire or terminate, (b) are forfeited due to a failure to vest, or (c) with respect to any full value award (i.e., any award other than a stock option or stock appreciation right), are reacquired or withheld (or not issued) to satisfy tax withholding obligations, will become available for issuance under the Amended 2008 Equity Plan.

The 2008 Equity Plan is used to issue stock options and other equity awards to company employees, management, non-employee directors and other service providers in order to incent and reward superior performance in achieving the company’s long-term objectives, with the attendant rewards aligning with increased stockholder value as expressed in higher share prices. The purpose of the 2008 Equity Plan is to allow the company to compete with other technology companies for employees, non-employee directors and other service providers in Silicon Valley and other competitive labor markets where the company and its subsidiaries operate. The proposed authorized share increase and other changes in the Amended 2008 Equity Plan will help ensure that a sufficient reserve of common stock remains available under the Amended 2008 Equity Plan to allow us to continue to provide equity incentives to our key employees and service providers on a competitive level determined appropriate by our compensation committee, while also implementing compensation and corporate governance best practices. The Amended 2008 Equity Plan will also allow us to utilize a broad array of equity incentives in order to secure and retain the services of our employees and service providers, and to provide long term incentives that align the interests of our employees and service providers with the interests of our stockholders. The company must be able to continue to offer equity

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





compensation to attract, motivate and retain highly qualified employees, non-employee directors and other service providers. While the company’s Board cannot be absolutely certain of the rate at which the available shares under the Amended 2008 Equity Plan will be utilized, the company expects that the increased share reserve will be sufficient to meet the company’s needs over the next couple of years.

If this proposal is approved by our stockholders, the Amended 2008 Equity Plan will become effective upon the date of the 2019 annual meeting. In the event that our stockholders do not approve this proposal, the Amended 2008 Equity Plan will not become effective and the 2008 Equity Plan will continue in its current form.

Summary of the Amended 2008 Equity Plan

General. The 2008 Equity Plan was originally approved by the Board of Directors of Rovi on June 9, 2008 and by the stockholders of Rovi on July 15, 2008. On March 22, 2011, the Board of Directors of Rovi approved an amendment of the 2008 Equity Plan to allow the chief executive officer of Rovi to participate in the 2008 Equity Plan, which was approved by the stockholders of Rovi on May 24, 2011. On February 12, 2013, the Board of Directors of Rovi approved several amendments to the 2008 Equity Plan, including among other amendments: (i) a 4,500,000 share increase to the aggregate number of shares of Rovi’s common stock authorized for issuance under the 2008 Equity Plan; (ii) that the 2008 Equity Plan would be the successor to and continuation of the Rovi Corporation 2000 Equity Incentive Plan and the Sonic Solutions 2004 Equity Compensation Plan (together, the “Rovi Prior Plans”) so that as of April 30, 2013, no new awards would be granted under the Rovi Prior Plans, the shares then remaining available for grant under the Rovi Prior Plans became available for grant under the 2008 Equity Plan, and shares that were subject to outstanding stock awards granted under the Rovi Prior Plans that expire or terminate or are forfeited become available for grant under the 2008 Equity Plan; and (iii) for purposes of the requirements of Section 162(m) of the Code, confirm (A) the applicable award limits, (B) existing performance criteria upon which performance goals may be based with respect to performance awards under the 2008 Equity Plan, and (C) existing means of adjustment when calculating the attainment of performance goals for performance awards granted under the 2008 Equity Plan (collectively, the “Section 162(m) provisions”). The stockholders of Rovi approved these amendments on April 30, 2013. On March 10, 2014, the Board of Directors of Rovi approved an amendment of the 2008 Equity Plan to increase the aggregate number of shares of Rovi’s common stock authorized for issuance under the 2008 Equity Plan by 1,500,000. The stockholders of Rovi approved this amendment on April 29, 2014. On March 8, 2016, the Board of Directors of Rovi approved an amendment of the 2008 Equity Plan to: (i) increase the aggregate number of shares of Rovi’s common stock authorized for issuance under the 2008 Equity Plan by 6,000,000 shares; (ii) provide that the number of shares available for issuance under the 2008 Equity Plan will be reduced by 2.0 shares for each share issued pursuant to a full value award granted under the 2008 Equity Plan; (iii) adopt minimum vesting requirements, under which no stock option or stock appreciation right ("SAR") will be granted that vests until at least 12 months following the date of grant of the award, provided that up to 5% of the aggregate number of shares that may be issued under the 2008 Equity Plan may be subject to stock options and SARs which do not meet such vesting requirements; (iv) approve the Section 162(m) provisions; and (v) add a limitation on the total annual compensation that may be paid or granted to any non-employee director with respect to such service. The stockholders of Rovi approved this amendment on April 27, 2016.

A copy of the Amended 2008 Equity Plan is attached to the electronic version of this proxy statement filed with the SEC as Annex A, but you can also request a copy of the

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





Amended 2008 Equity Plan by writing to the company to the attention of Investor Relations. The following description of the Amended 2008 Equity Plan is a summary and therefore is qualified by reference to the complete text of the Amended 2008 Equity Plan.

The purpose of the Amended 2008 Equity Plan is to provide the company’s employees, non-employee directors and other service providers an opportunity to acquire or increase their ownership stake in the company, creating a stronger incentive to expend maximum effort for the company’s growth and success and encouraging its management, employees, non-employee directors and other service providers to continue their employment or service relationships with the company. Stock options and other stock awards, including restricted stock, restricted stock units, SARs and performance shares, may be granted under the Amended 2008 Equity Plan. Options granted under the Amended 2008 Equity Plan will be nonstatutory stock options, as the company has not granted any “incentive stock options” (as defined in Section 422 of the Code) under the 2008 Equity Plan and incentive stock options may not be granted under the Amended 2008 Equity Plan after July 15, 2018.

Administration. The compensation committee administers the Amended 2008 Equity Plan. The compensation committee approves who will be granted awards, the date of grants of awards and the terms and provisions of each award (which need not be identical).

Eligibility. The company’s employees, consultants and independent contractors, and non-employee directors, and those of the company’s subsidiaries, are eligible to receive awards under the Amended 2008 Equity Plan. As of March 11, 2019, all of the company’s and the company’s subsidiaries’ approximately 1,698 employees, 944 consultants and independent contractors, and 5 non-employee directors are eligible to participate in the Amended 2008 Equity Plan. Mr. Jeffrey T. Hinson, who is not standing for re-election when his term expires at the 2019 annual meeting of our stockholders, will not be eligible to receive awards under the Amended 2008 Equity Plan.

Securities Subject to Amended 2008 Equity Plan. The 2008 Equity Plan currently authorizes up to 28,149,817 shares for issuance under our general share pool. As of March 11, 2019, approximately 10,812,163 shares of common stock (which does not include any shares that might in the future be returned to the 2008 Equity Plan as a result of cancellation or expiration of awards) remain available for future grants under the 2008 Equity Plan, and awards covering 3,103,697 shares of common stock were outstanding under the 2008 Equity Plan. If the Amended 2008 Equity Plan is approved by our stockholders under this Proposal 2, an additional 5,000,000 shares will be available for future grants, so that a total of 33,149,817 shares of common stock would be authorized for issuance under the Amended 2008 Equity Plan. Available shares may be granted as stock options, SARs, restricted stock, restricted stock units or performance shares. This maximum number does not include the number of shares subject to outstanding stock awards granted under the Rovi Prior Plans or the TiVo Prior Plan (together, the “Prior Plans”) that (i) expire or terminate, (ii) are forfeited due to a failure to vest, or (iii) with respect to any full value award, are reacquired or withheld (or not issued) to satisfy tax withholding obligations (collectively, the “Prior Plans’ Returning Shares”). The Prior Plans’ Returning Shares will become available for issuance for new awards under the Amended 2008 Equity Plan.

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan






The following table summarizes certain information regarding our equity incentive program.

As of March 11, 2019
Total number of shares of common stock subject to outstanding stock options1,210,220
Total number of shares of common stock subject to outstanding full value awards5,305,114
Weighted-average exercise price of outstanding stock options$23.38
Weighted-average remaining term of outstanding stock options1.25 years
Total number of shares of common stock available for grant under the 2008 Equity Plan10,812,163
Total number of shares of common stock available for grant under other equity incentive plans—
Per-share closing price of common stock as reported on Nasdaq Global Select Market$9.55
Total number of shares of common stock outstanding124,905,466

Under the Amended 2008 Equity Plan, if any shares subject to an award granted under the Amended 2008 Equity Plan are not issued or forfeited because of the failure to vest or such an award expires or otherwise terminates without all of the shares covered by such award having been issued, or any shares subject to such an award are reacquired or withheld (or not issued) by the company to satisfy tax withholding obligations in connection with a full value award, such shares will again become available for issuance under the Amended 2008 Equity Plan. For purposes of this Proposal 2, such shares are collectively referred to as the “Amended 2008 Equity Plan Returning Shares”. However, the following shares will not become available again for issuance under the Amended 2008 Equity Plan: (i) any shares subject to an award granted under the Amended 2008 Equity Plan, or a stock option or SAR granted under the Prior Plans, that are not delivered because the award is exercised through a reduction of shares subject to the award (i.e., “net exercised”); (ii) any shares reacquired or withheld (or not issued) by the company to satisfy tax withholding obligations upon the exercise of a stock option or SAR granted under the Amended 2008 Equity Plan or the Prior Plans; (iii) any shares used as consideration for the exercise of a stock option or SAR granted under the Amended 2008 Equity Plan or the Prior Plans; and (iv) any shares repurchased by the company on the open market with the proceeds of the exercise price of a stock option or SAR granted under the Amended 2008 Equity Plan or the Prior Plans.

The Amended 2008 Equity Plan also provides that the number of shares available for issuance under the Amended 2008 Equity Plan will be reduced by (i) one share for each share of common stock issued pursuant to a stock option or SAR granted under the Amended 2008 Equity Plan, and (ii) 2.0 shares for each share of common stock issued pursuant to any other type of stock award granted under the Amended 2008 Equity Plan. For each Amended 2008 Equity Plan Returning Share or Prior Plans’ Returning Share that is subject to a full value award, the share reserve will increase by 2.0 shares.

Section 162(m) Transition Relief for Performance-Based Compensation. Section 162(m) of the Code generally disallows a tax deduction to a public company for compensation in excess of $1 million paid in a year to any of the company’s “covered employees” (as defined under Section 162(m) of the Code). Certain provisions in the Amended 2008 Equity Plan refer to the

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





“performance-based compensation” exception to the $1 million deductibility limit under Section 162(m) of the Code. Pursuant to the Tax Cuts and Jobs Act, this exception was repealed with respect to taxable years beginning after December 31, 2017. However, an award may still be eligible for this exception if, among other requirements, it is intended to qualify, and is eligible to qualify, as “performance-based compensation” under Section 162(m) of the Code pursuant to the transition relief provided by the Tax Cuts and Jobs Act for remuneration provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not modified in any material respect on or after such date. For purposes of this Proposal 2, the term “Section 162(m) Transition Relief” refers to such transition relief. Accordingly, the provisions in the Amended 2008 Equity Plan which refer to the “performance-based compensation” exception under Section 162(m) of the Code will only apply to any award that is intended to qualify, and is eligible to qualify, as “performance-based compensation” under Section 162(m) of the Code pursuant to the Section 162(m) Transition Relief and, therefore, such provisions are not applicable to any other awards granted under the Amended 2008 Equity Plan. However, even if an award is intended to qualify as “performance-based compensation” under Section 162(m) of the Code, no assurance can be given that the award will in fact qualify for the Section 162(m) Transition Relief or the “performance-based compensation” exception under Section 162(m) of the Code.

Annual Per-Participant Limitations. The Amended 2008 Equity Plan provides that (i) no awardee may be granted stock options or SARs covering more than 1,500,000 shares in any calendar year and (ii) no awardee may be granted performance-based awards intended to qualify as “performance-based compensation” under Section 162(m) of the Code covering more than 1,500,000 shares in any calendar year. However, in order to qualify as “performance-based compensation” under Section 162(m) of the Code, among other requirements, any such performance-based awards must be eligible to qualify for the Section 162(m) Transition Relief (as described in “Section 162(m) Transition Relief for Performance-Based Compensation” above).

Non-Employee Director Limitation. The aggregate value of all compensation paid or granted to any non-employee director for services on the Board with respect to any fiscal year (beginning with 2016), including awards granted under the Amended 2008 Equity Plan and cash fees paid by us to such non-employee director, shall not exceed $700,000 in total value, calculating the value of any equity awards based on the grant date fair value of such awards for financial reporting purposes. The Board may make exceptions to this limit in extraordinary circumstances, as the Board determines in its discretion, provided that the director who is granted or paid such additional compensation may not participate in the decision to grant or pay such compensation.

Minimum Vesting. Under the Amended 2008 Equity Plan, no stock option or SAR award granted on or after the date of the 2016 annual meeting may vest (or, if applicable, be exercisable) until at least 12 months following the date of grant of the award; provided, however, that up to 5% of the shares authorized for issuance under the Amended 2008 Equity Plan may be subject to stock options or SAR awards granted on or after the date of the 2016 annual meeting which do not meet such vesting (and, if applicable, exercisability) requirements.

Terms and Conditions of Options. Each option is evidenced by a stock option agreement between the company and the optionee and is subject to the following additional terms and conditions:

Exercise Price. The exercise price per share in the case of any option granted under the Amended 2008 Equity Plan may not be less than 100% of the fair market value of the common

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





stock on the grant date. For purposes of establishing the exercise price and for all other valuation purposes under the Amended 2008 Equity Plan, the fair market value of a share of common stock on any relevant date will be the closing selling price per share of common stock on that date, as reported on Nasdaq. Except for adjustments upon changes in capitalization, stock split or dividend, merger or similar event, the Amended 2008 Equity Plan prohibits the company from decreasing the exercise price or purchase price of any outstanding option or SAR (including by means of cancellation or re-grant) without stockholder approval (see “Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale” below).

Exercise of Option; Form of Consideration. Awards granted under the Amended 2008 Equity Plan in the form of options may be exercised in whole or in part and the purchase price may be paid in cash, other shares of the company’s common stock, through a same day sale program, through a margin commitment program, or any combination of the foregoing. Options granted under the Amended 2008 Equity Plan become exercisable at such time or times as the compensation committee may determine and provide in the option grant agreement, subject to the minimum vesting requirement described above. The compensation committee may accelerate the vesting and exercisability of all or any portion of an option at any time, including but not limited to options held by officers and non-employee directors upon the occurrence of certain events such as a merger.

No optionee will have any stockholder rights with respect to the option shares until the optionee has exercised the option, paid the exercise price and become a holder of record of the shares. During the optionee’s lifetime, the option may be exercised only by the optionee and options are not assignable or transferable other than by will or the laws of descent and distribution. However, the compensation committee may allow an optionee to transfer, for no consideration, non-statutory options to members of the optionee’s immediate family, to trusts or partnerships for the exclusive benefit of members of the optionee’s immediate family, to charitable organizations or pursuant to a domestic relations order or property settlement agreement.

Term of Option. Awards granted in the form of options under the Amended 2008 Equity Plan must be exercised within a period fixed by the compensation committee, which period currently is set as not exceeding seven years from the date of the grant of the option. Options may expire before the end of the option period if the optionee’s service with the company ceases for any reason, including death, disability, retirement or termination.

Termination of Service. Any option held by the optionee upon termination of service will cease to be exercisable 3 months following termination of service, unless otherwise provided in such person’s option agreement. Each such option will normally be exercisable only as to shares of common stock in which the optionee is vested at the time of termination. The compensation committee has complete discretion to accelerate the exercisability of such options in whole or in part or to extend the period in which optionees may exercise vested equity awards after termination of service. This discretion may be exercised at any time while the options remain outstanding. If an optionee’s service terminates for cause (as defined in the Amended 2008 Equity Plan), any option held by the optionee shall immediately terminate and be of no further force and effect, provided that the Administrator may, in its sole discretion, provide in an option agreement that the option, to the extent vested on the date of termination, may be exercised for a period of up to 30 days following termination.

Generally, if an optionee’s employment terminates as a result of the optionee’s retirement, disability or death, all outstanding options that were vested and exercisable as of the

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





optionee’s termination date may be exercised for twelve months following the optionee’s termination date but in no event after the expiration date. The compensation committee has the authority to extend the period of time for which an award is to remain exercisable following an optionee’s termination (taking into account limitations and consequences under the Code) but not beyond the expiration of the term of the award.

Terms and Conditions of Stock Awards.

Stock Appreciation Rights. The Amended 2008 Equity Plan authorizes the compensation committee to grant SARs either as a separate award or in tandem with any stock option grant. A SAR entitles its holder, at the time the right is exercised, to receive an amount equal to the excess of the fair market value of a share of the company’s common stock at the date of exercise over the price of the award previously specified by the compensation committee, multiplied by the number of shares as to which the holder is exercising the award. The company may pay this award amount in shares of common stock (valued at fair market value on the date of exercise), in cash, or in a combination of both. The compensation committee may specify the exercise price for the SAR which exercise price shall not be less than the fair market value of the common stock on the grant date (or not less than the option exercise price per share if the SAR is granted in tandem with a stock option), the number of shares to which the right pertains, the term of the right and when all or any installment is to become exercisable, subject to the minimum vesting requirement described above. To the extent a SAR is cancelled or exercised, any related stock option will be cancelled (or exercised, if permitted by the grant agreement) and, to the extent that a related stock option is cancelled or exercised, the SAR will be cancelled (or exercised, if permitted by the grant agreement).

Restricted Stock Awards and Restricted Stock Units. The Amended 2008 Equity Plan authorizes the compensation committee to grant restricted stock awards and restricted stock units. A restricted stock award is an award entitling the recipient to receive shares of our common stock and a restricted stock unit entitles the recipient to receive the economic equivalent of shares of our common stock, subject in each case to such restrictions and conditions as the compensation committee may determine, at a purchase price and for such consideration as the compensation committee may determine. Such restricted stock awards and restricted stock units may, at the discretion of the compensation committee, be based on continuing employment (or other business relationship) with the company and its subsidiaries or the achievement of pre-established performance goals and objectives. Restricted stock and restricted stock units may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as provided in the Amended 2008 Equity Plan or the applicable award agreement.

Performance Shares and Performance-Based Awards. The Amended 2008 Equity Plan also authorizes the compensation committee to grant performance shares, entitling the recipient to receive a prescribed number of shares of the company’s common stock, based upon the achievement of performance goals and objectives as determined by the compensation committee based upon criteria set forth in the Amended 2008 Equity Plan. Each performance share will have an initial value equal to the fair market value of the underlying shares of common stock on the grant date. The Amended 2008 Equity Plan is also designed to permit the company to provide compensation in the form of performance-based awards (which may be structured as stock options, performance shares, SARs, restricted stock awards or restricted stock unit awards) that are intended to qualify as “performance-based compensation” under Section 162(m) of the Code. However, in order to qualify as “performance-based compensation” under Section 162(m) of the Code, among other

18
PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





requirements, any such performance-based awards must be eligible to qualify for the Section 162(m) Transition Relief (as described in “Section 162(m) Transition Relief for Performance-Based Compensation” above).

The performance criteria set forth in the Amended 2008 Equity Plan that may be used by the compensation committee in establishing the performance goals and objectives for vesting of performance shares and performance-based awards include earnings (or net earnings, in either case before or after any or all of: interest, taxes, depreciation and amortization, and other non-cash or nonrecurring items, legal settlements or other income (expense), or stock-based compensation) (“Earnings”), net losses, sales or revenue (or growth thereof), operating income, operating cash flow, return on net assets or investments, return on stockholders’ equity, return on assets, return on capital, return on equity or average stockholders’ equity, stockholder returns, gross or net profit or earnings margin, earnings per share, price per share of stock, market share, expenses and cost reduction goals, cash flow, cash burn, cash collections, debt reduction, operating profit or net operating profit, workforce diversity, employee retention, budget management, or strategic partnerships or transactions, including licensing agreements any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.

The compensation committee is authorized to express performance goals under the Amended 2008 Equity Plan in terms of overall performance of the company or the performance of a division, business unit, or an individual. The compensation committee is authorized to adjust or modify the calculation of performance goals (i) in the event of, or in anticipation of, any unusual or infrequent or nonrecurring corporate item, transaction, event, or development, including any merger, consolidation, acquisition or similar corporate transaction, (ii) in recognition of, or in anticipation of, any other unusual or infrequent or nonrecurring events affecting the company, or the financial statements of the company, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions, (iii) to exclude exchange rate effects, effects of changes to generally accepted accounting principles, (iv) to exclude the effects of stock based compensation and the award of bonuses under the company’s bonus plans, (v) to exclude the effect of any change in the outstanding shares of common stock of the company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends, or (vi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. Performance goals may be applied to the performance of the company relative to a market index, a group of other companies or a combination thereof, as determined by the compensation committee.

Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale. If any change of common stock occurs (through a recapitalization, stock dividend, stock split, reorganization, merger or similar change affecting our common stock), the company will make appropriate adjustments in the number and kind of shares covered by each outstanding option or other award granted under the Amended 2008 Equity Plan, the maximum number of shares reserved for issuance under the Amended 2008 Equity Plan, the number of equity awards that can be granted to any one individual participant in a single calendar year, and the exercise price per share in respect of each outstanding option or other award in order to prevent dilution or enlargement of benefits thereunder.

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan






In the event of a corporate transaction (such as dissolution or liquidation, merger with and into another entity, or sale of all or substantially all of our assets), the compensation committee, in its discretion, may provide for the assumption or substitution of each outstanding award, may accelerate the exercise date of options, and may cancel awards that have not been exercised or are not vested, including for a cash payment to the optionee. Additionally, the compensation committee may accelerate the vesting and exercisability of all or any portion of an award upon the happening of such events.

Amendment and Termination of the Amended 2008 Equity Plan. The Amended 2008 Equity Plan does not have an expiration date. The company’s Board of Directors may, at any time, amend or discontinue the Amended 2008 Equity Plan, and the compensation committee may amend or cancel any award for any lawful purpose, but no action can adversely affect rights under any outstanding award without the holder’s consent. Except for adjustments upon changes in capitalization, stock split or dividend, merger or similar event, the Amended 2008 Equity Plan prohibits the company from decreasing the exercise price or purchase price of any outstanding option or SAR (including by means of cancellation or re-grant in exchange for cash or other awards) without stockholder approval.

New Plan Benefits
Name and Principal PositionDollar Value ($)Number of Shares (#)
Raghavendra Rau
Interim President and Chief Executive Officer
(1)(1)
Enrique Rodriguez
Former President and Chief Executive Officer
(1)(1)
Peter Halt
Chief Financial Officer
(1)(1)
Michael Hawkey
SVP and General Manager
(1)(1)
Matt Milne
Chief Revenue Officer
(1)(1)
Arvin Patel
EVP and Chief Intellectual Property Officer
(1)(1)
All current executive officers as a group(1)(1)
All current non-executive directors as a group852,125 per year (2)(2)
All current non-executive officer employees as a group(1)(1)

(1) No awards have been granted or promised under the Amended 2008 Equity Plan subject to stockholder approval of this Proposal 2. Awards under the 2008 Equity Plan and the Amended 2008 Equity Plan are made at the discretion of our compensation committee. Therefore, the benefits and amounts that will be received or allocated under the Amended 2008 Equity Plan are not determinable at this time. In addition, as a result of Mr. Rodriguez’s resignation in July 2018, he is not currently eligible to receive awards under the Amended 2008 Equity Plan.

(2) Awards granted under the Amended 2008 Equity Plan to our non-employee directors are discretionary and are not subject to set benefits or amounts under the terms of such plan. However, pursuant to our current compensation arrangements for non-employee directors,

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan






each of our eligible current non-employee directors is eligible to receive annual grants of restricted stock after our annual stockholders’ meeting for the number of shares of our common stock with a grant date target value equal to approximately $160,000 on the grant date or, if the grant date is not a trading day, on the last trading day immediately prior to the grant date, provided that such non-employee director continues to serve as a member of the Board of Directors on the grant date. The number of shares subject to such annual grants of restricted stock is determined on the basis of the grant date target value of the award and the closing price of our common stock on the grant date or, if the grant date is not a trading day, on the last trading day immediately prior to the grant date and, therefore, is not determinable at this time. In addition, pursuant to our current compensation arrangements for non-employee directors, each of our eligible current non-employee directors is eligible to receive the following annual cash retainers, as applicable, which such non-employee director may elect to receive in the form of grants of fully vested restricted stock (instead of cash): (i) $46,000 for each non-employee director other than the chairman of the Board of Directors; (ii) $96,000 for the chairman of the Board of Directors; (iii) $23,500 for the chair of the audit committee and $10,000 for each other member of the audit committee; (iv) $18,500 for the chair of the compensation committee and $9,000 for each other member of the compensation committee; and (v) $10,000 for the chair of the corporate governance and nominating committee and $5,000 for each other member of the corporate governance and nominating committee. One of our non-employee directors, Glenn W. Welling, elected to receive his annual retainers for 2019 in the form of grants of fully vested restricted stock and, therefore, the dollar value of the awards set forth in this table includes the portion of such grants to be made under the Amended 2008 Equity Plan if this Proposal 2 is approved by our stockholders. However, with respect to any year after 2019, we are not able to determine at this time the dollar value of any annual retainers payable in the form of grants of fully vested restricted stock because the making of any such grants is dependent on each non-employee director’s election for the applicable year. The number of shares subject to any annual retainers payable in the form of grants of fully vested restricted stock is determined on the basis of the closing price of our common stock on the grant date or, if the grant date is not a trading day, on the last trading day immediately prior to the grant date and, therefore, is not determinable at this time. After the date of the 2019 annual meeting of our stockholders, any awards payable pursuant to our current compensation arrangements for non-employee directors (as described above) will be granted under the Amended 2008 Equity Plan if this Proposal 2 is approved by our stockholders. Mr. Jeffrey T. Hinson, who is not standing for re-election when his term expires at the 2019 annual meeting of our stockholders, will not be eligible to receive awards under the Amended 2008 Equity Plan. For additional information regarding our current compensation arrangements for non-employee directors, please see “Director Compensation” below.


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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





2008 Equity Plan Benefits

The following table shows, for each of the individuals and the various groups indicated, the number of shares of the company’s common stock underlying awards that have been granted (even if not currently outstanding) under the 2008 Equity Plan since its approval by the stockholders of Rovi in 2008 and through March 11, 2019.

Name and Principal PositionNumber of Shares Subject to Grant (#)
Raghavendra Rau
Interim President and Chief Executive Officer
270,913
Enrique Rodriguez
Former President and Chief Executive Officer
—
Peter Halt
Chief Financial Officer
636,767
Michael Hawkey
SVP and General Manager
155,813
Matt Milne
Chief Revenue Officer
407,474
Arvin Patel
EVP and Chief Intellectual Property Officer
64,720
Each Nominee for Director:
    Raghavendra Rau270,913
    James E. Meyer225,595
    Alan L. Earhart225,595
    Eddy W. Hartenstein76,671
    Daniel Moloney20,475
    Glenn W. Welling71,141
All current executive officers as a group1,535,687
All current non-executive directors as a group639,952
All current non-executive officer employees as a group6,749,189
Each Associate of any Director, Executive Officer or Nominee—
Each other person who received or is to receive 5% of awards—

Federal Income Tax Consequences

THE FOLLOWING IS A GENERAL SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES TO U.S. TAXPAYERS OF THE ISSUANCE AND EXERCISE OF OPTIONS AND OTHER AWARDS UNDER THE AMENDED 2008 EQUITY PLAN. IT DOES NOT DESCRIBE STATE OR OTHER TAX CONSEQUENCES OF THE ISSUANCE AND EXERCISE OF OPTIONS OR OTHER AWARDS. TAX CONSEQUENCES FOR ANY PARTICULAR INDIVIDUAL MAY BE DIFFERENT. THE COMPANY’S ABILITY TO REALIZE THE BENEFIT OF ANY TAX DEDUCTIONS DESCRIBED BELOW DEPENDS ON OUR GENERATION OF TAXABLE INCOME, AS WELL AS THE REQUIREMENT OF REASONABLENESS, THE PROVISIONS OF SECTION 162(M) OF THE CODE AND THE SATISFACTION OF OUR TAX REPORTING OBLIGATIONS.

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PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan






Non-Statutory Options. The grant of a nonstatutory option having an exercise price equal to the grant date fair market value of the company’s common stock has no federal income tax effect on the optionee. Upon the exercise of a nonstatutory option, the optionee has taxable ordinary income (and subject to applicable tax law and the company’s tax reporting obligations, the company is entitled to a corresponding deduction) equal to the difference between the option’s exercise price and the fair market value of the shares on the date of exercise. In the case of an optionee who is an employee, the amount included in income will constitute wages for which withholding and employment taxes will be required. Upon the disposition of stock acquired upon exercise of a nonstatutory stock option, the optionee recognizes either long-term or short-term capital gain or loss, depending on how long the stock was held, on any difference between the sale price and the exercise price, to the extent not recognized as taxable income on the date of exercise. The company may allow nonstatutory stock options to be transferred subject to conditions and restrictions imposed by the compensation committee; special tax rules may apply on such a transfer. Special federal income tax rules apply if the company’s common stock is used to pay all or part of the option price.

Stock Appreciation Rights. No income will be recognized by a recipient in connection with the grant of a SAR. An individual who is granted a SAR will recognize ordinary income in the year of exercise equal to the amount of cash received and the fair market value of any common stock received on the exercise. In the case of a recipient who is an employee, the amount included in income will constitute wages for which withholding and employment taxes will be required. We expect to be entitled to a business expense deduction equal to the appreciation payment for our taxable year in which the ordinary income is recognized by the individual, subject to applicable tax law and our tax reporting obligations. If a recipient receives common stock upon the exercise of a SAR, any gain or loss on the sale of such stock will be short-term or long-term capital gain or loss in an amount equal to the difference between the amount realized on such sale and the fair market value at the time of receipt of the shares.

Restricted Stock Grant. Generally, no income will be recognized by a recipient at the time of the grant of restricted stock, unless the recipient files an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days of the date of grant. If the recipient files a Section 83(b) election, he or she will have taxable ordinary income on the date of receipt in the amount of the difference, if any, between the fair market value of the stock on the date of receipt and the purchase price for the stock. Otherwise, at the time the restricted stock vests, the recipient generally will recognize compensation income in the amount of the difference between the fair market value of the stock at the time of vesting and the purchase price for the stock. Individuals subject to Section 16(b) of the Securities Exchange Act of 1934 who purchase restricted stock may be treated as vesting no earlier than six months after such purchase. The recipient’s tax holding period for determining the short-term or long-term character of any subsequent gain or loss begins on the date the recipient recognizes the compensation income. In the case of a recipient who is an employee, the amount included in income will constitute wages for which withholding and employment taxes will be required. The company will be entitled to a tax deduction in the same amount as the recipient recognizes as income on grant or vesting, as applicable, subject to applicable tax law and the company’s tax reporting obligations.

Restricted Stock Units. No income will be recognized by a recipient at the time of the grant of a restricted stock unit. At the time the restricted stock units vest, the recipient will recognize compensation income in the amount of the fair market value of a share of the company’s common stock at the time of vesting. The tax holding period of shares of any stock


23
PROPOSAL 2: APPROVAL OF THE COMPANY’S AMENDED 2008 Equity Incentive Plan





received at the time of vesting, for purposes of determining the short-term or long-term character of any subsequent gain or loss on disposition of such stock, begins on the date the recipient receives the stock. In the case of a recipient who is an employee, the amounts included in income will constitute wages for which withholding and employment taxes will be required. The company will be entitled to a tax deduction in the same amount as the recipient recognizes as income on vesting, subject to applicable tax law and the company’s tax reporting obligations.

Performance Shares. No income will be recognized by a recipient at the time of the grant of performance shares. At the time the performance shares vest, the recipient will recognize compensation income in the amount of the fair market value of such shares at the time of vesting. The tax holding period of shares of stock received at time of vesting, for purposes of determining the short-term or long-term character of any subsequent gain or loss on disposition of such stock, begins on the date the recipient receives the stock. In the case of a recipient who is an employee, the amounts included in income will constitute wages for which withholding and employment taxes will be required. The company will be entitled to a tax deduction in the same amount as the recipient recognizes as income, subject to applicable tax law and the company’s tax reporting obligations.

Other Tax Consequences

State tax consequences may in some cases differ from those described above. Awards under the Amended 2008 Equity Plan will in some instances be made to employees and service providers who are subject to tax in jurisdictions other than the United States and may result in tax consequences differing from those described above.

Required Vote and Board Recommendation

Approval of the Amended 2008 Equity Plan requires the affirmative vote of the holders of at least a majority of the company’s common stock who are voting on this proposal in person or by proxy and entitled to vote at the special meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE COMPANY’S AMENDED 2008 EQUITY INCENTIVE PLAN.




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PROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


PROPOSAL 2:3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has selected Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the year ending December 31, 2017.2019. You are being asked to ratify this selection. In the event that the stockholders do not approve the selection of Ernst & Young, our audit committee will reconsider the appointment of the independent registered public accounting firm. Our audit committee has the authority to change our independent registered public accounting firm at any time, even if the stockholders ratify the selection of Ernst & Young.
Ernst & Young, who performed our audit services for fiscal year 2016,2018, including an examination of the consolidated financial statements and services related to filings with the SEC, has served as our independent registered public accounting firm since June 5, 2008. Ernst & Young performed all of its services in 20162018 at customary rates and terms. The audit report of Ernst & Young on the consolidated financial statements of the company and subsidiaries as of December 31, 20162018 and 20152017 and for each of the three years in the period ended December 31, 2016,2018, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty or audit scope or accounting principles.scope.
We expect that one or more representatives of Ernst & Young will be present in person or by telephone at the meeting, will be able to make a statement if they wish to do so, and will be able to respond to appropriate questions from the stockholders present at the meeting.
Principal Independent Registered Public Accounting Firm Fees and Services
The following table presents fees for professional audit services rendered by Ernst & Young for the audit of our annual financial statements for 20162018 and 2015,2017, and fees billed for other services rendered by Ernst & Young during 20162018 and 2015.2017.
Type of Fees Fees for Fiscal 2016 Fees for Fiscal 2015 Fees for Fiscal 2018 Fees for Fiscal 2017
Audit Fees (1) $2,960,407
 $2,319,131
 $3,019,941
 $3,123,696
Audit-Related Fees (2) 423,899
 170,000
 —
 —
Tax Fees (3)(2) 359,599
 122,415
 108,379
 339,025
All Other Fees (4)(3) 2,000
 66,000
 7,029
 88,700
    
Total Fees $3,745,905
 $2,677,546
 $3,135,349
 $3,551,421

(1)Audit Fees consist of fees for: professional services rendered for the audit of our consolidated financial statements included in our annual report and the review of our interim financial statements included in our quarterly reports; statutory audits of our subsidiaries; services provided in connection with the audit of our internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002; and services that are normally provided by Ernst & Young in connection with regulatory filings or engagements.

(2)Audit-Related Fees in 2016 consist of fees paid in connection with the due diligence services related to the acquisition of TiVo Inc. Audit-Related Fees in 2015 consist of fees paid in connection with the carve-out audit of the DivX Business.
(3)Tax Fees consist of fees for tax compliance and tax advice.

(4)(3)Other fees in 20162018 and 2017 consist of fees paid in connection with a review of our Audience Management Platform’s processes and fees paid for the Ernst & Young online accounting research tool. Other fees in 2015 consist of fees paid for a network security project and the Ernst & Young online accounting research tool.

All the fees described above were approved by our audit committee.

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PROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The audit committee must pre-approve, except as provided below, all audit related services and non-audit services provided by our independent registered public accounting firm. However, until the Board of Directors amended our audit committee charter on February 22, 2018, for de minimus audit related services or permitted non-audit services, the audit committee maywas permitted to approve such services after the fact if the following conditions arewere met:

the aggregate amount of all such services provided constitutesconstituted no more than 5% of the total amount of fees paid by us to our accounting firm during the fiscal year in which the services arewere provided;
such services were not recognized by us at the time of engagement as being audit related or non-audit related services; and
such services arewere promptly brought to the attention of the audit committee and approved by the audit committee prior to completion of the annual audit.


10
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


In making its recommendation to ratify the appointment of Ernst & Young as our independent registered public accounting firm for 2017,2019, the audit committee has determined that all such services rendered by the independent registered public accounting firm are permissible under applicable laws and regulations, and during 2016,2018, were pre-approved by the audit committee in accordance with the audit committee pre-approval policy that is attached as an exhibit to our audit committee charter. A copy of our audit committee charter and the pre-approval policy attached as Exhibit A to our audit committee charter are on file with the SEC and are available in the investor relations section of our website at www.tivo.com.
The audit committee has determined the services provided by Ernst & Young are compatible with maintaining the independence of Ernst & Young.
Required Vote and Board Recommendation
Stockholder ratification of our selection of Ernst & Young as our independent registered public accounting firm requires the affirmative vote of the majority of the shares present in person or represented by proxy and entitled to vote at the meeting. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes, if any, will not have any effect on the outcome of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.


1126
PROPOSAL 3:4: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION



PROPOSAL 3:4: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

At our 20112018 Annual Meeting of Stockholders, the stockholders indicated their preference that the company solicit a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay vote,” every year. We have adopted a policy that is consistent with that preference. In accordance with that policy and as required pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), this year, we are again asking our stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules.

Our compensation committee, which is responsible for designing and administering the company’s executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects company performance, job complexity, and strategic value of the position while ensuringencouraging long-term retention and motivation and alignment with the long-term interests of the company’s stockholders. We believeFor example, we established a performance-oriented equity compensation arrangement for our former CEO, Mr. Rodriguez, where vesting was based on total stockholder return and stock price appreciation. Upon Mr. Rodriquez’ departure in July 2018, he forfeited his stock awards, which had a reported grant date fair value of $12,195,791, as reported in our Summary Compensation Table. He was also required to repay the cash payment of $1,600,000 that he received in consideration for deferred compensation program forat his former employer that he was forgoing to accept our offer. For Mr. Rau, we established a pay package that reflects the named executive officers has been instrumentalnature of his interim role, as further described in helping the company achieve strong corporate performance in the challenging macroeconomic environment over the past few years. We encourage you to carefully review the section entitled “Compensation Discussion and Analysis” contained in this proxy statementstatement. We encourage you to carefully review the Compensation Discussion and Analysis for additional details on the company’sour executive compensation program, including the company’sour compensation philosophy and objectives, as well as the reasons and processes for how our compensation committee determined the structure and amounts of the 20162018 compensation of our named executive officers.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we are asking our stockholders to vote “FOR” the following resolution at the annual meeting:

“RESOLVED, that the company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the company’s proxy statement for the 20172019 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the related compensation tables and the narrative disclosure to such tables.”

Adoption of this resolution will require the affirmative vote of the majority of the shares of common stock represented in person or by proxy and entitled to vote at the meeting. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes will not have any effect on the outcome of this proposal.

The results of this advisory vote are not binding upon the company. However, our compensation committee values the opinions expressed by stockholders in their vote, and will consider the outcome of the vote in deciding whether any actions are necessary to address concerns raised by the vote and when making future compensation decisions for named executive officers.

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PROPOSAL 4: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION



THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION.


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PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION



PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
Consistent with the Dodd-Frank Wall Street Reform and Consumer Protection Act requirements and Section 14A of the Exchange Act, we are providing our stockholders with the opportunity to cast an advisory vote on how often the company should submit a “say on pay” proposal, as provided for in Proposal 3, to our stockholders. We are providing our stockholders with the following choices: the choice of whether the “say on pay” advisory vote should be submitted to the stockholders annually, every two years, or every three years, or, the choice to abstain from voting.
Our Board of Directors believes that the “say on pay” advisory vote should be submitted to the stockholders each year, and therefore our Board of Directors recommends that you vote for a one-year interval for the advisory vote on executive compensation. The optimal frequency of vote necessarily turns on a judgment about the relative benefits and burdens of each of the options. Through public discourse (not among our Board of Directors), diverging views have been expressed on this question but our Board believes that a vote every year would allow stockholders meaningful input into the design and results of our compensation decisions. We understand that our stockholders may have different views as to what is the best approach for board of directors, and we look forward to hearing from our stockholders on this proposal.
“RESOLVED, that the company’s stockholders determine, on an advisory basis, that the frequency with which the stockholders of the company wish to have an advisory vote on the compensation of the company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table, and the related tables and disclosure) is:
Choice 1 - one year;
Choice 2 - two years;
Choice 3 - three years; or
Choice 4 - abstain from voting.”
Our stockholders are not voting to approve or disapprove the Board of Directors’ recommendation. Our stockholders may choose among the four choices included in the resolution above. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes will not have any effect on the outcome of this proposal.
The results of this advisory vote are not binding upon the company. However, our Board of Directors values the opinions expressed by stockholders in their vote, and will give careful consideration to the choice above that receives the largest number of votes cast when determining the frequency of future advisory votes on named executive officer compensation.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU SELECT “one year” AS THE FREQUENCY WITH WHICH THE COMPANY SHOULD PROVIDE ITS STOCKHOLDERS WITH ADVISORY VOTE ON EXECUTIVE COMPENSATION.








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PROPOSAL 5: ADVISORY VOTE ON TRANSFER RESTRICTIONS IN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


PROPOSAL 5: ADVISORY VOTE ON TRANSFER RESTRICTIONS IN AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

In September 2016, in connection with the closing of the transactions contemplated by the Merger Agreement, the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) became effective. As previously disclosed in the Form S-4 and joint proxy statement, as amended, filed by the company in connection with the Mergers, the Charter contained, among other things, transfer and ownership restrictions set forth in Article X. These transfer and ownership restrictions are designed to protect a valuable corporate tax asset, and the company is seeking an advisory vote of stockholders to indicate their support for the restrictions as further described below.
Background
On April 28 2016, the board of directors of Rovi adopted a Section 382 rights plan (the “Section 382 Rights Plan”) and declared a dividend distribution of one right for each outstanding share of the Rovi’s common stock to stockholders of record at the close of business on May 19, 2016. The description and terms of the Section 382 Rights Plan are set forth in a Section 382 Rights Agreement, dated as of April 28, 2016 (the “Section 382 Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent. The board of directors of Rovi adopted the Section 382 Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on the Rovi’s ability to use its net operating loss carryforwards (“NOLs”). The NOLs amount was $1.2 billion as of December 31, 2016. If Rovi had experienced an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), the Rovi’s ability to fully utilize the NOLs on an annual basis would have been substantially limited, and the timing of the usage of the NOLs could have been substantially delayed, which could therefore have significantly impaired the value of those benefits. The Section 382 Rights Plan was intended to act as a deterrent to any person acquiring (together with all affiliates and associates of such person) beneficial ownership of 4.91% or more of Rovi’s outstanding common stock within the meaning of Section 382 of the Code, without the approval of the Rovi board of directors. The Section 382 Rights Agreement expired by its terms upon consummation of the Mergers.

In order to preserve the company’s ability to fully utilize the NOLs following expiration of the 382 Rights Plan that occurred upon consummation of the Mergers, the company adopted certain restrictions in Article X of its Charter that apply to transfers made by 4.91% or more stockholders, transferees related to a 4.91% or more stockholder, transferees acting in coordination with a 4.91% or more stockholder, or transfers that would result in a stockholder becoming a 4.91% or more stockholder. These restrictions were intended to replace, with generally similar effect, the protections of the 382 Rights Plan, and were also described in detail in the proxy statement related to the Mergers. At the time of the Mergers, we contemplated seeking this stockholder advisory vote at our 2017 annual meeting, as we would have had the 382 Rights Plan remained in effect, in order to provide our stockholders the opportunity to express their views as to the continued use of the Charter provisions to preserve the company’s valuable corporate tax asset. Such restrictions will expire on the earlier of (i) the repeal of Section 382 of the Code or any successor statute if our Board of Directors determines that such restrictions are no longer necessary or desirable for the preservation of certain tax benefits, (ii) the beginning of a taxable year to which our Board of Directors determines that no tax benefits may be carried forward or (iii) such other date as our Board of Directors shall fix in accordance with the Charter.

Article X of the Charter is attached to the electronic version of this proxy statement filed with the SEC as Annex A. The Charter is available for review in the investor relations’ section on the company’s corporate website at www.tivo.com.
As a matter of good corporate governance, we are asking our stockholders to indicate their support for the transfer restrictions set forth in Article X of the Charter as described in this proxy statement by voting “FOR” the following resolution at the annual meeting:

“RESOLVED, that the company’s stockholders approve, on an advisory basis, the transfer restrictions set forth in Article X of the company’s Amended and Restated Certificate of Incorporation.”

Adoption of this resolution will require the affirmative vote of the majority of the shares of common stock represented in person or by proxy at the meeting. Abstentions will have the same effect as if you voted against the proposal, and broker non-votes will not have any effect on the outcome of this proposal.

The results of this advisory vote are not binding upon the company. However, our Board of Directors values the opinions expressed by stockholders in their vote, and will consider the outcome of the vote in deciding whether any actions are necessary to address concerns raised by the vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY VOTE TO APPROVE THE TRANSFER RESTRICTIONS IN THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.

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INFORMATION ABOUT OUR BOARD OF DIRECTORS



INFORMATION ABOUT OUR BOARD OF DIRECTORS
Board Leadership Structure and Risk Oversight
Board Leadership Structure. We separate the roles of chief executive officerChief Executive Officer and Chairman of the Board of Directors in recognition of the differences between the two roles. The chief executive officerChief Executive Officer is responsible for setting the strategic direction for the company and the day-to-day leadership and performance of the company, while the Chairman of the Board of Directors provides guidance to the chief executive officerChief Executive Officer and sets the agenda for Board meetings and presides over meetings of the full Board. We also believe that separation of the positions reinforces the independence of the Board of Directors in its oversight of the business and affairs of the company, and creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board of Directors to monitor whether management’s actions are in the best interests of the company and its stockholders. Our Chairman of the Board of Directors, is “independent” and presides at all executive sessions of “non-management” directors.
Risk Oversight. The Board’s role in the company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the company, including operational, financial, legal and regulatory, information security, and strategic and reputational risks. The full Board of Directors (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports to enable it to understand our risk identification, risk management and risk mitigation strategies. The company’s compensation committee is responsible for overseeing the management of risks relating to the company’s executive compensation plans and arrangements. The audit committee oversees management of financial risks, including as such financial risks maybe impacted by operational, legal and regulatory, and information security risks. The corporate governance and nominating committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed of such risks through committee reports at the Board of Directors meeting following a given committee meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
The company has a formal compliance program, which includes a risk management committee comprised of key operational, financial, legal, and legalinformation technology personnel who regularly assess risks to the company.company, including through annual enterprise risk assessments. In addition to the company’s formal compliance program, the Board of Directors encourages management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations. The company’s risk management structure also includes an ongoing effort to assess and analyze the most likely areas of future risk for the company. As a result, the Board of Directors (and its committees) periodically asks the company’s executives to discuss the most likely sources of material future risks and how the company is addressing any significant potential vulnerability.
Independence of Directors
As required by the NASDAQNasdaq listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant securities and other


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INFORMATION ABOUT OUR BOARD OF DIRECTORS


laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards of NASDAQ.standards.
Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, and the company, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that, eachexcept for Mr. Rau, the company’s Interim President and Chief Executive Officer and Mr. Rodriguez, the company’s former President and Chief Executive Officer who are not independent directors by virtue of their employment with the company’scompany, all other directors who served on the Board of Directors in 2016 and2018, as well as all other current nominees for the Board of Directors, are independent directors, except Mr. Carson, the company’s President and Chief Executive Officer, who is not an independent director by virtue of his employment with the company.directors.

Departing Director

Mr. N. Steven Lucas,Jeffrey T. Hinson, a director since 2015, has decided2007 (the year in which he joined as a director of TiVo Inc. (now TiVo Solutions Inc.), a subsidiary of TiVo Corporation), notified the Board that he would not to stand for re-election when his term expires at the company’s annual meeting of stockholders to be held on April 26, 2017.May 1, 2019. Mr. LucasHinson will continue as a member of the Board and as a member of the Audit Committee until the annual meeting of stockholders. The Board thanks Mr. LucasHinson for his valued service to the company.company through the annual meeting, and in connection therewith, the Board has approved the acceleration of vesting of Mr. Hinson’s July 2018 restricted stock award, which would have vested on July 1, 2019 (11,896 shares), to instead vest on the date of the annual meeting based on Mr. Hinson’s service for the entire period between last year’s annual meeting and this year’s annual meeting.

Meetings of the Board and Committees

As of March 11, 2019, our Board of Directors and committees were comprised as follows:
Name
Board of
Directors
Audit
Committee
Compensation
Committee
Corporate
Governance
and
Nominating
Committee
Raghavendra RauP   
Alan L. EarhartPChair P
Eddy W. HartensteinPPP 
Jeffrey T. HinsonPP  
James E. MeyerChair  Chair
Daniel MoloneyP P 
Glenn W. WellingP ChairP
Total # of Meetings in 201816571
Total # of Actions by Written Consent in 20185121

Enrique Rodriguez served on our Board of Directors and as the company’s President and Chief Executive Officer until July 5, 2018. During the time he served as the company’s President

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INFORMATION ABOUT OUR BOARD OF DIRECTORS


Meetingsand Chief Executive Officer, Mr. Rodriguez did not serve on any committees of the Board and Committees
As of March 1, 2017, our Board of Directors and committees were comprised as follows:
Name
Board of
Directors
 
Audit
Committee
 
Compensation
Committee
 
Corporate
Governance
and
Nominating
Committee
 Strategy Committee
Thomas Carsonü        
Alan L. Earhartü Chair   ü  
Eddy W. Hartensteinü   ü   ü
Jeffrey T. Hinsonü ü      
N. Steven Lucasü ü ü   ü
James E. MeyerChair     Chair  
Daniel Moloneyü       ü
Raghavendra Rauü     ü Chair
Glenn W. Wellingü   Chair   ü
Total # of Meetings in 201620 4 6 3 7
Total # of Actions by Written Consent in 20166 2 4 1 --
Directors.

Messrs. Hinson and Moloney were appointed to the Board on September 7, 2016, at the same time that the audit, compensation, and corporate governance and nominating committees were constituted as listed above.
Ruthann Quindlen served on our Board of directors, and as a member of each of the audit and strategy committee until September 7, 2016.
Each of our directors other than Mr. Carson (including, duringRau and Mr. Rodriguez (during the time in which shehe served Ms. Quindlen),on our Board of Directors) meets the standard of independence required by SEC Rules and Regulations and Nasdaq listing standards of NASDAQ.standards. All members of our Audit Committee, at all times during which they served on such Committee, are “independent” as required by NASDAQNasdaq Rule 5605(c)(2)(A). All members of our Compensation Committee, at all times during which they served on such Committee, are “independent” as required by NASDAQNasdaq Rule 5605(d)(2)(A).
Board of Directors
Each director who served on the Board during 20162018 attended, for the portion of the year in which they served, at least 75% of the aggregate of: (i) the total number of meetings of our Board of Directors that were held in 20162018 and (ii) the total number of all meetings of the committees of our Board of Directors on which he or she served. As part of each regularly scheduled Board meeting, the independent members of our Board of Directors hold a separate meeting that non-independent directors and other members of management do not attend. Although we do not have a formal policy regarding attendance by members of the Board of Directors at the annual meeting of stockholders, we encourage directors to attend. Last year, all of the members of our Board of Directors then serving attended the annual meeting in person or by teleconference.
Our Board of Directors has an audit committee, a compensation committee and a corporate governance and nominating committee. Our Board of Directors has adopted charters governing the duties and responsibilities of each of these committees and a copy of each such charter is available in the investor relations section on our website at www.tivo.com. We also formed a strategy committee of the Board of Directors in 2015.
Audit Committee
The principal function of the audit committee is to assist our Board of Directors in its oversight responsibilities relating to our financial accounting, reporting and controls. The audit committee monitors and evaluates periodic reviews of the adequacy of the accounting and financial reporting processes and systems of internal control that are conducted by our financial and senior management and our independent registered public accounting firm; is responsible for the appointment, compensation and monitoring of the work of our independent registered public accounting firm; reviews and evaluates the qualifications, independence and performance of our

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INFORMATION ABOUT OUR BOARD OF DIRECTORS


independent registered public accounting firm; monitors our compliance with legal and regulatory requirements; monitors the performance of our internal audit function; and facilitates communication among our independent registered public accounting firm, our financial and senior management and our Board of Directors. Directors Earhart Hinson and during the time she served, Quindlen,Hinson are “Audit Committee Financial Experts” as defined by SEC Rules and Regulations and also meet NASDAQ’sNasdaq’s professional experience requirements.
From January 1, 20162018 to September 7, 2016,July 4, 2018, the audit committee was comprised of Messrs. Earhart, Hinson and Lucas and Ms. Quindlen.Rau. Since September 7, 2016,July 5, 2018, the audit committee membership is as shown in the chart above. Effective upon the annual meeting of stockholders, when Mr. LucasHinson ceases to be a member of the Board, of Directors consistent with the applicable NASDAQNasdaq listing requirement of an independent three person audit committee, the Board of Directors will designate an independent Board member to take the place of Mr. LucasHinson on the audit committee.


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INFORMATION ABOUT OUR BOARD OF DIRECTORS


Compensation Committee
The principal functions of the compensation committee are to review and approve our incentive compensation programs for all executive-level direct reports of the chief executive officerChief Executive Officer and review and recommend the annual compensation for the chief executive officerChief Executive Officer to the Board of Directors for approval. The compensation committee reviews and approves all compensation (including the adjustment of base salary each year) and all bonus and other incentive compensation programs for our executive-level officers (other than our chief executive officer)Chief Executive Officer), and authorizes all awards to our executive-level officers under those programs. The compensation committee also approves any employment severance or termination arrangement with any executive-level officer (other than our chief executive officer)Chief Executive Officer). All decisions regarding the compensation of our chief executive officerChief Executive Officer are reviewed by the compensation committee, which then recommends such compensation to the full Board of Directors for approval. The chief executive officerChief Executive Officer abstains from voting on approval of his own compensation and such approval is made by the remaining members of the Board of Directors, all of whom are “independent” under applicable rules of the SEC.
The compensation committee meets with our chief executive officerChief Executive Officer and other internal personnel responsible for compensation analysis for the company prior to the beginning of each fiscal year to plan, and meets several times during the first quarter of each year to discuss, the incentive compensation programs to be effective for that fiscal year. The agenda for each compensation committee meeting is determined by the chairman of our compensation committee. The compensation committee may delegate to subcommittees any power and authority of the compensation committee, and such subcommittees have the sole authority to assist the compensation committee in carrying out its responsibilities, including the sole authority to approve any consultant fees.
From January 1, 2016 to September 7, 2016,For the compensation committee was comprisedentirety of Messrs. Meyer, Lucas and Welling. Since September 7, 2016,2018, the compensation committee membership iswas as shown in the chart above. Effective at the annual meeting of stockholders, the Board of Directors intends to designate an independent Board member to take the place of Mr. Lucas on the compensation committee.
Corporate Governance and Nominating Committee

The principal functions of the corporate governance and nominating committee are to advise and make recommendations to our Board of Directors on matters concerning corporate governance, review potential or actual conflicts of interest involving members of our Board of Directors, help identify, evaluate and recruit candidates to fill vacancies on our Board of Directors, identify the nominees for election to our Board of Directors at the annual meeting of stockholders and oversee the annual evaluation of members of and performance of our Board of Directors and Board committees.
For the entirety of 2016,From January 1, 2018 to July 4, 2018, the corporate governance and nominating committee membership was as shown in the chart above.
Strategy Committee
The principal functions of the strategy committee are to (a) review the company’s cost structure; (b) analyze and evaluate capital allocation options; (c) review the strategy and operations of the company, including but not limited to, assisting management with the review and evaluation of potential strategic acquisitions; and (d) to advise and make recommendations to the Board on: any changes to the company’s cost structure, uses of the company’s capital and/or potential changes to the company’s long-term strategy. In conducting such process, the strategy committee assists the Board in carrying out its oversight responsibilities relating to cost reductions, capital allocation and the development and implementation of the company’s long-term strategy.

From January 1, 2016 to September 7, 2016, the strategy committee was comprised of Messrs. Hartenstein, Lucas, Rau,Earhart, Meyer and WellingRau. Since July 5, 2018, the corporate governance and Ms. Quindlen. Since September 7, 2016, the strategynominating committee membership is as shown in the chart above.

Compensation Committee Interlocks and Insider Participation
17
None of the members of the compensation committee during 2018 had any interlocking relationship as defined by the SEC.


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INFORMATION ABOUT OUR BOARD OF DIRECTORS


Compensation Committee Interlocks and Insider Participation
None of the members of the compensation committee during 2016 had any interlocking relationship as defined by the SEC.
Corporate Governance Materials

Code of Conduct. We adopted our Code of Personal and Business Conduct and Ethics (the “Code of Conduct”) as required by applicable securities laws, rules of the SEC and the Nasdaq listing standards of the NASDAQ.standards. The Code of Conduct applies to all of our directors and employees, including the principal executive officer, principal financial officer and principal accounting officer. A copy of our current Code of Conduct is available in the investor relations section of our website at www.tivo.com. If we make any substantive amendments to the Code of Conduct or grant any waiver, including implicit waiver, from a provision of the Code of Conduct to our principal executive officer, principal financial officer or principal accounting officer, we will disclose the nature of such amendment or waiver on our website at www.tivo.com or in a Current Report on Form 8-K filed with the SEC.
Corporate Governance Guidelines and Committee Charters. In November 2016, we adopted amended Corporate Governance Guidelines to assist the Board in following corporate practices that serve the best interest of the Companycompany and its stockholders. From time to time, we may further amend such Corporate Governance Guidelines as we believe appropriate and in the best interest of the Companycompany and its stockholders. Our currently effective Corporate Governance Guidelines and the charters of each of our audit committee, compensation committee and corporate governance and nominating committee are available in the investor relations section of our website at www.tivo.com.
Director Nomination Process

Director Qualifications
The corporate governance and nominating committee reviews, evaluates and proposes prospective candidates for our Board of Directors. Each member of our Board of Directors must have broad experience and business acumen, a record of professional accomplishment in his or her field, and demonstrated honesty and integrity consistent with our values. In evaluating director nominees, the corporate governance and nominating committee considers a variety of factors, including the appropriate size of the Board of Directors, our needs with respect to the particular talents and experience of the directors, the nominee’s experience and understanding of our business and industry, familiarity with national and international business matters, strategic thinking and willingness to share ideas, network of contacts, experience with accounting rules and practices, and diversity of professional expertise and experience beneficial to the achievement of our strategic goals. The corporate governance and nominating committee may also consider such other factors as it may deem are in the best interests of our company and our stockholders. The corporate governance and nominating committee understands that it is necessary for at least one, and preferably for several, members of the Board of Directors to meet the criteria for an “audit committee financial expert” as defined by SEC rules and for a majority of the members of the Board of Directors to meet the definition of “independent director” under the Nasdaq listing standards of NASDAQ.standards.
Diversity ConsiderationIdentifying Nominees
While there is no formal policy with respect to diversity, the company believes that it is essential that members of theIn February 2018, our Board of Directors represent diverse viewpoints.approved amendments to the company’s corporate governance and nominating committee charter to emphasize the Board’s commitment to diversity and inclusiveness in its Board membership. The corporate governance and nominating committee seeks to create a Board of Directors that is strong in its collective knowledge and has a diversity of viewpoints, skills and experience with respect to management and leadership, vision and strategy, business operations, business judgment, industry knowledge, accounting and finance, legal and intellectual property, corporate governance and global markets. When the committee reviews a potential new candidate, the committee looks specifically at the candidate’s qualificationsAccordingly, in light of the needs ofperforming its responsibilities to review director candidates and

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INFORMATION ABOUT OUR BOARD OF DIRECTORS


recommend candidates to the Board for election, the Committee will: (i) ensure that candidates with a diversity of Directorsgender, race and ethnicity are included in each pool of candidates from which Board nominees are chosen; and (ii) seek diverse candidates by ensuring director searches include nominees from both non-executive corporate positions and non-traditional environments. We will also consider California’s new law, SB 826, in our consideration of nominees to the company at that time, given the then current mix of director attributes, and ensures that diversity considerations are discussed.Board.
Identifying Nominees
The corporate governance and nominating committee identifies nominees by first identifying the desired skills and experience of a new nominee based on the qualifications and diversity considerations discussed above. The corporate governance and nominating committee may identify potential nominees based upon suggestions by non-employee members of the Board of Directors, senior level executives, individuals personally known to the members of the Board of Directors, third-party search firms and/or stockholders, and evaluate those persons on its own. The corporate governance and nominating committee does not evaluate proposed nominees differently depending upon who has made the proposal.

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INFORMATION ABOUT OUR BOARD OF DIRECTORS


Stockholder Nominations
In identifying nominees for our Board of Directors, the corporate governance and nominating committee will consider any stockholder recommendations for candidates to serve on the Board of Directors. If a stockholder wishes to nominate a candidate to serve on our Board of Directors, the stockholder should follow the procedures as set forth in our bylaws. Any notice of director nomination must meet all the requirements contained in our bylaws and include other information required pursuant to Regulation 14A of the Exchange Act, including the nominee’s consent to serve as a director and evidence of the nominating stockholder’s ownership of our stock. If a stockholder wishes to suggest a candidate for consideration by the corporate governance and nominating committee, the stockholder should provide comparable information to the corporate governance and nominating committee with a request that the committee consider the candidate for nomination. To assure time for meaningful consideration by the corporate governance and nominating committee, any such notice should be sent to TiVo Corporation, Attention: General Counsel & Corporate Secretary, 2160 Gold Street, San Jose, California 95002 on or before the date on which stockholder proposals to be included in the proxy statement for a given stockholder meeting must be received by us as discussed under “Stockholder Proposals for the 20182020 Annual Meeting” on page 64.89.
Communications with the Board
Stockholders may send communications to the Board of Directors or individual members of the Board by submitting one or more letters in sealed envelopes labeled with the names of the desired recipients. Any such letters should be placed in a larger envelope and mailed to TiVo Corporation, Attention: TiVo Corporation, Attention: General Counsel & Corporate Secretary, 2160 Gold Street, San Jose, California 95002. The Corporate Secretary will forward the sealed envelopes to the designated recipient. Comments or complaints relating to accounting or auditing matters may be submitted directly to the chair of the audit committee through the same address listed above.






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34
AUDIT COMMITTEE REPORT


AUDIT COMMITTEE REPORT
The material in this audit committee report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The audit committee reports to the Board of Directors and is responsible for overseeing and monitoring the accounting functions and effectiveness of internal control over financial reporting of the company, its subsidiaries and affiliates and ensuring the objectivity of the company’s financial statements. The Board of Directors, in its business judgment, has determined that all members of the audit committee, at all times during which they served on such Committee, are “independent” as required by applicable listing standards.
Management is responsible for the financial reporting process, including the system of internal control, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (the “United States”). The company’s independent registered public accounting firm is responsible for auditing those financial statements. The audit committee’s responsibility is to monitor and review these processes. The audit committee discussed with the company’s independent registered public accounting firm the overall scope and plans for its audit. The audit committee meets with the company’s internal auditors and our independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the company’s system of internal control and the overall quality of the company’s financial reporting. The audit committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent registered public accounting firm.
In discharging its oversight responsibility, the audit committee has met and held discussions with management and with Ernst & Young, the company’s independent registered public accounting firm for 2016.2018. Management represented to the audit committee that the company’s audited consolidated balance sheets at December 31, 20162018 and 2015,2017, and the related consolidated statements of operations, comprehensive loss,(loss) income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 20162018 were prepared in accordance with generally accepted accounting principles in the United States. The audit committee has read and discussed the consolidated financial statements with management and with Ernst & Young. The audit committee also discussed with Ernst & Young those matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board.
The audit committee also received from Ernst & Young the written disclosures and the letter regarding Ernst & Young’s communications with the audit committee concerning independence as required by the applicable requirements of Public Company Accounting Oversight Board Rule 3526, “Communications with Audit Committees Concerning Independence,” which in September 2008 superseded Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committee.” The audit committee also discussed with Ernst & Young any relationships between the company and the independent registered public accounting firm that may impact Ernst & Young’s independence.
The audit committee reviewed the report of management contained in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20162018 filed with the SEC, as

35
AUDIT COMMITTEE REPORT


well as Ernst & Young’s Reports of Independent Registered Public Accounting Firm included in the company’s Annual Report on Form 10-K related to its audit of: (i) the consolidated financial statements and (ii) the effectiveness of internal control over financial reporting. The audit committee continues to oversee the company’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation for fiscal 2016.2019.
Based on these reviews and discussions and such other matters deemed relevant and appropriate by the audit committee, the audit committee recommended to the Board, and the Board approved, that the company’s audited consolidated balance sheets at December 31, 20162018 and 2015,2017, and consolidated statements of operations, comprehensive (loss) income, (loss), stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 20162018 be included in the company’s 20162018 Annual Report on Form 10-K. The audit committee also approved, subject to stockholder ratification, the selection of Ernst & Young as our independent registered public accounting firm for the year ending December 31, 2017.2019.
Respectfully submitted,
Members of the Audit Committee

Alan L. Earhart (Chair)
Eddy W. Hartenstein
Jeffrey T. Hinson
N. Steven Lucas


2036
INFORMATION ABOUT OUR EXECUTIVE OFFICERS


INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names of our current executive officers, their ages as of March 1, 2017,11, 2019, and their positions are shown below. Biographical summaries of each of our executive officers who are not also members of our Board of Directors are included below.
NameAgePositions
Thomas CarsonRaghavendra Rau6957Interim President and Chief Executive Officer
Dustin Finer47Chief Administrative and Internal Operations Officer
Peter Halt5658Chief Financial Officer
Michael Hawkey53Senior Vice President and General Manager, User Experience
Matt Milne51Chief Revenue Officer
Arvin Patel47Executive Vice President and Chief Intellectual Property Officer
Pamela Sergeeff4446Executive Vice President, General Counsel and Chief Compliance Officer
Pete Thompson48Executive Vice President and Chief Operating Officer

For a biography of Thomas Carson,Raghavendra Rau, please see above in “Proposal 1: Election of Directors - Nominees for Director.”
Dustin Finer. Mr. Finer has served as our Chief Administrative and Internal Operations Officer since June 2016. Mr. Finer joined the company (then Rovi) in May 2012 as Executive Vice President of Human Resources. Prior to Rovi, he served in various leadership roles at MySpace, a social networking company, including Chief of Operations and Executive Vice President from July 2010 to September 2011, and Chief People Officer from July 2009 to July 2010. Previously, Mr. Finer served as Senior Vice President of Human Resources at Fox Interactive Media from August 2008 to June 2009, and as Senior Vice President of Human Resources at Gemstar from May 2006 to May 2008. Mr. Finer holds a B.A. in Political Science from the University of California, San Diego and a J.D. from the University of the Pacific.
Peter Halt. Mr. Halt has served as our Chief Financial Officer since May 2012. Mr. Halt joined the company (then Rovi) in May 2008 in connection with the acquisition of Gemstar and served as the Company’scompany’s Senior Vice President and Chief Accounting Officer from 2008 to 2012. Mr. Halt previously served as Senior Vice President, Finance and Chief Accounting Officer at Gemstar from March 2004 to May 2008. Mr. Halt holds a B.S. in Business from the University of Southern California.
Michael Hawkey. Mr. Hawkey has served as our Senior Vice President and General Manager, User Experience since 2015. Prior to joining the company (then Rovi), Mr. Hawkey was Senior Vice President and General Manager for Sling Media, Inc., a former subsidiary of EchoStar Corporation, from 2012 to 2015. Prior to this role, Mr. Hawkey worked as Vice President of Marketing and Sales for EchoStar Technologies, a communications technology company. He has also held leadership positions at Advanced Digital Broadcast (ADB) Americas and STMicroelectronics. Mr. Hawkey holds a B.S. in Computer Engineering from Rose-Hulman Institute of Technology.
Matt Milne. Mr. Milne has served as our Chief Revenue Officer since January 2017. Mr. Milne joined the company (then Rovi) in February 2011 and served as Senior Vice President, CE Sales from 2011 to 2012. Mr. Milne served as our Executive Vice President, Worldwide Sales and Marketing from January 2012 to May 2014 and as Senior Vice President responsible for Tier 1 IP Licensing & Sales from May 2014 to April 2016. He served as SVP and GM of IP and Licensing from April 2016 until his promotion to Chief Revenue Officer in January 2017. Prior to joining the company, Mr. Milne held various sales, marketing and product leadership positions at DivX, MediaFLO USA (a wholly owned subsidiary of Qualcomm Incorporated), Viewsonic, Gateway, Inc., Cameo Technologies and Western Digital. Mr. Milne holds an MBA from California State Polytechnic University, Pomona and a B.A. in business from California State University, Fullerton.
Arvin Patel. Mr. Patel has served as our Executive Vice President and Chief Intellectual Property Officer since August 2017. Prior to joining the company, Mr. Patel served as Chief Intellectual Property Officer at Technicolor S.A., a video technologies supplier, from August 2015 to June 2017. Mr. Patel previously served as Senior Vice President, IP Licensing at Rovi from April

37
INFORMATION ABOUT OUR EXECUTIVE OFFICERS


2011 to July 2015. Mr. Patel has a B.A. in legal studies from the University of California, Berkeley and a J.D. from the California Western School of Law.
Pamela Sergeeff. Ms. Sergeeff has served as our Executive Vice President and General Counsel since December 2013. Ms. Sergeeff also serves as the company’s Chief Compliance Officer and Corporate Secretary. Ms. Sergeeff joined the company (then Macrovision)Macrovision Corporation) in 2003. She2003 and has held various positions of increasing responsibility in the legal group, from 2003 to 2013, including serving as Senior Vice President and Associate General Counsel from March 2011 to December 2013 and as Vice President and Associate General Counsel from July 2007 to March 2011. Ms. Sergeeff also serves as the Company’s Chief Compliance Officer and Corporate Secretary. Ms. Sergeeff holds a B.A. in Economics from the University of California, Los Angeles and a J.D. from the University of California, Berkeley. Ms. Sergeeff is a member of the California State bar.
Pete Thompson. Mr. Thompson has served as our Chief Operating Officer since September 2016. Prior to joining the company, Mr. Thompson served as Vice President, Strategic Partnerships at Sonos Inc., a consumer electronics company, from October 2015 to September 2016. From September 2013 (when Ericsson Corporation acquired Microsoft’s Mediaroom division) to September 2015, Mr. Thompson served as Senior Vice President of the TV Middleware Business group at Ericsson, a networking and telecommunications equipment and services company. Prior to that, he served in various capacities at Microsoft Corporation from January 2006 through September 2013. Mr. Thompson holds a B.A. in International Economics from the University of California, Los Angeles and an M.B.A. from Northwestern University.







21
112409140 v1638
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows how much of our common stock was beneficially owned as of March 1, 2017,11, 2019, by each director, each executive officer named in the summary compensation table, all executive officers and directors as a group, and by each holder of 5% or more of our common stock. To our knowledge and except as set forth in the footnotes to the table, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable. Unless we indicate otherwise, each holder’s address is c/o TiVo Corporation, Two Circle Star Way,2160 Gold Street, San Carlos,Jose, California 94070.95002.
The option column below reflects shares of common stock that are subject to options that are currently exercisable or are exercisable within 60 days of March 1, 2017.11, 2019. Those shares are deemed outstanding for the purpose of computing the percentage ownership of the person holding these options, but are not deemed outstanding for the purpose of computing the beneficial ownership of any other person. Percentage ownership is based on 121,150,043124,905,466 shares outstanding on March 1, 2017. Certain11, 2019. All options listed below may have exercise prices in excess of the current fair market value of our common stock.
Beneficial Owner Shares Options Total 
Percent of
Class
Blackrock, Inc. (1) 13,892,222
 —
 13,892,222
 11.47%
The Vanguard Group (2) 10,035,383
 —
 10,035,383
 8.28%
Ameriprise Financial, Inc. (3) 8,272,915
 —
 8,272,915
 6.83%
Dimensional Fund Advisors LP (4) 7,185,413
 —
 7,185,413
 5.93%
Frontier Capital Management Co., LLC (5) 6,149,344
 —
 6,149,344
 5.08%
Thomas Carson (6) 192,580
 620,467
 813,047
 *
Dustin Finer (7) 54,902
 92,753
 147,655
 *
Peter Halt (8) 172,130
 119,573
 291,703
 *
Pamela Sergeeff (9) 93,123
 31,288
 124,411
 *
Pete Thompson (10) —
 —
 —
 *
Alan L. Earhart (11) 43,907
 45,000
 88,907
 *
Eddy W. Hartenstein (12) 48,087
 —
 48,087
 *
Jeffrey T. Hinson (13) 28,588
 —
 28,588
 *
N. Steven Lucas (14) 45,510
 —
 45,510
 *
James E. Meyer (11) 80,120
 45,000
 125,120
 *
Daniel Moloney (15) 8,508
 —
 8,508
 *
Raghavendra Rau (16) 37,899
 —
 37,899
 *
Glenn W. Welling (17) 2,566,460
 —
 2,566,460
 2.12%
John Burke (18) —
 124,661
 124,661
 *
All executive officers and directors as a group (13 persons) (19) 3,371,814
 954,081
 4,325,895
 3.57%
Beneficial OwnerSharesOptionsTotal
Percent of
Class
BlackRock, Inc. (1)17,678,121
—
17,678,121
14.2%
The Vanguard Group (2)12,926,941
—
12,926,941
10.3%
Ameriprise Financial, Inc. (3)9,971,793
—
9,971,793
8.0%
Dimensional Fund Advisors LP (4)7,417,149
—
7,417,149
5.9%
Raghavendra Rau (5)114,348
—
114,348
*
Enrique Rodriguez (6)56,665
—
56,665
*
Peter Halt203,555
155,571
359,126
*
Michael Hawkey26,633
—
26,633
*
Matt Milne59,414
14,000
73,414
*
Arvin Patel15,657
—
15,657
*
Alan L. Earhart (7)64,382
—
64,382
*
Eddy W. Hartenstein (7)76,671
—
76,671
*
Jeffrey T. Hinson (7)49,063
—
49,063
*
James E. Meyer (7)100,595
—
100,595
*
Daniel Moloney (7)28,983
—
28,983
*
Glenn W. Welling (8)2,596,141
—
2,596,141
2.1%
All executive officers and directors as a group (12 persons) (9)3,392,107
169,571
3,561,678
2.9%

*Less than one percent
*    Less than one percent
(1)Based solely on, and in reliance upon, and without independent investigation of, information provided by Blackrock,BlackRock, Inc. in an amended Schedule 13G filed with the SEC on January 17, 2017. Blackrock,February 11, 2019. BlackRock, Inc. has sole voting power with respect to 13,621,06717,023,023 shares and sole dispositive power with respect to all of the shares. The address of Blackrock,BlackRock, Inc. is 55 East 52nd Street, New York, NY 10022.10055.

39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



(2)Based solely on, and in reliance upon, and without independent investigation of, information provided by The Vanguard Group in an amended Schedule 13G filed with the SEC on February 10, 2017.12, 2019. The Vanguard Group has sole voting power with respect to 169,827122,118 shares, sole dispositive power with respect to 9,854,43212,801,325 shares, shared voting power with respect to 19,392 shares, and shared dispositive power with respect to 180,951125,616 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(3)Based solely on, and in reliance upon, and without independent investigation of, information provided by Ameriprise Financial, Inc. and Columbia Management Investment Advisers, LLC in aan amended Schedule 13G filed with the SEC on February 10, 2017.14, 2019. Ameriprise Financial, Inc. has sole voting power and sole dispositive power with respect to 0 shares, shared voting power with respect to 9,716,816 shares, and shared dispositive power with respect to all of the shares. Columbia Management Investment Advisers, LLC has sole voting power and sole dispositive power with respect to 0 shares, shared voting power with respect to 9,716,816 shares, and shared dispositive power with respect to 9,957,916 shares. Ameriprise Financial, Inc., or AFI, is the parent company of Columbia Management Investment Advisors, LLC, or CMIA (225 Franklin St., Boston, MA 02110). AFI may be deemed to beneficially own the shares reported by CMIA. The shares reported by AFI include those shares separately reported by CMIA.

22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


CMIA and AFI do not directly own any shares of Common Stock of the issuer. As the investment adviser to Columbia Seligman Communications & Information Fund, or the Fund, CMIA may be deemed to beneficially own the shares reported herein by the Fund. Each of AFI and CMIA disclaim beneficial ownership of the shares reported herein. The address of Ameriprise Financial, Inc. is 145 Ameriprise Financial Center, Minneapolis, MN 55474.

(4)Based solely on, and in reliance upon, and without independent investigation of, information provided by Dimensional Fund Advisors LP in aan amended Schedule 13G filed with the SEC on February 9, 2017.8, 2019. Dimensional Fund Advisors LP has sole voting power with respect to 7,066,1547,261,689 shares and sole dispositive power with respect to all7,417,149 of the shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(5)Based solely on, and in reliance upon, and without independent investigation of, information provided by Frontier Capital Management Co., LLC in a Schedule 13G filed with the SEC on February 10, 2017. Frontier Capital Management Co., LLC has sole voting power with respect to 3,253,410 shares and sole dispositive power with respect to all of the shares. The address of Frontier Capital Management Co., LLC is 99 Summer Street, Boston, MA 02110.
(6)Shares beneficially owned include 21,25011,896 unvested shares subject to the release of restricted stock awards.awards issued while Mr. Rau was a Director. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse aswhen the shares vest in annual installments over 4 years. The restrictions lapse on MarchJuly 1, 2018.2019.

(7)(6)Mr. Rodriguez departed from the company on July 6, 2018. Shares beneficially owned include 6,250 shares subject toare based on a Form 4 filed with the release of restricted stock awards. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse as the shares vest in annual installments over 4 years. The restrictions lapseSEC on March 1, 2018.
(8)Shares beneficially owned include 6,250 shares subject to the release of restricted stock awards. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse as the shares vest in annual installments over 4 years. The restrictions lapse on March 1, 2108.
(9)Shares beneficially owned include 12,500 shares subject to the release of restricted stock awards. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse as the shares vest in annual installments over 4 years. The restrictions lapse on March 1, 2018.
(10)Mr. Thompson joined the company in September 2016. Shares beneficially ownedJune 22, 2018 and do not include any shares subject to the release of restricted stock awards.

(11)(7)Shares beneficially owned include 10,29611,896 shares subject to the release of restricted stock awards. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse when the shares vest on July 1, 2017.
(12)Shares beneficially owned include 32,058 shares subject to the release of restricted stock awards. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse as follows: 16,029 shares release in 2017 and 16,029 shares release in 2018.
(13)Mr. Hinson was appointed to the Board in September 2016. Shares beneficially owned do not include any shares subject to the release of restricted stock awards.
(14)Shares beneficially owned include 27,105 shares subject to the release of restricted stock awards. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse as follows: 18,701 shares release in 2017 and 8,404 shares release in 2018.
(15)Mr. Moloney was appointed to the Board in September 2016. Shares beneficially owned do not include any shares subject to the release of restricted stock awards.2019.


23
40
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


(16)Shares beneficially owned include 28,698 shares subject to the release of restricted stock awards. TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse as follows: 19,497 shares release in 2017 and 9,201 shares release in 2018.
(17)(8)Shares beneficially owned include direct ownership of 28,69811,896 shares subject to the release of restricted stock awards and indirect ownership of 2,271,000 shares held by Engaged Capital Flagship Master Fund, LP and 254,000 shares held by Managed Account of Engaged Capital, LLC (together with Engaged Capital Flagship Master Fund, LP, the “Engaged Capital Funds”). TiVo has a right of repurchase with respect to unvested shares subject to the restricted stock awards, which lapse as follows: 19,497when the shares release in 2017 and 9,201 shares release in 2018.vest on July 1, 2019. Mr. Welling is a Principal and Chief Executive Officer of Engaged Capital, LLC, which is the general partner of each of the Engaged Capital Funds, and may be deemed to have shared voting and dispositive power with respect to the shares held by or issuable to the Engaged Capital Funds. Mr. Welling disclaims beneficial ownership of all such shares held by the Engaged Capital Funds except to the extent of his proportionate pecuniary interest therein.

(18)Mr. Burke left the company in December 2016. The information set forth above is the most recent information that the company was able to obtain with respect to Mr. Burke’s continuing stock ownership as of his date of resignation effective December 31, 2016. This information may have changed between that date and March 1, 2017.
(19)(9)All executive officers and directors as a group includes all individual executive officers and directors listed in the summary compensation table, except John Burke, who was not an executive officer of TiVo Corporation as of March 1, 2017.table.


2441
EQUITY COMPENSATION PLAN INFORMATION


EQUITY COMPENSATION PLAN INFORMATION

The following table provides certain information with respect to all of the company’s equity compensation plans in effect as of December 31, 2016.2018.
Plan Category 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(#)
(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
($)
(b)
 
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
(#)
(c)
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(#)
(a) (1)
 
Weighted-average exercise price of outstanding options, warrants and rights
($)
(b)
 
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
(#)
(c)
Equity compensation plan
approved by security holders
 9,100,729 $28.21 (2) 23,520,315 (3) 7,051,607 $24.56 (2) 15,525,299 (3)
Equity compensation plans not
approved by security holders
 0 $0 0 0 $0 0
Total 9,100,729 $28.21 23,520,315 7,051,607 $24.56 15,525,299

(1)All shares reflected in this table are issuable pursuant to the Rovi Corporation 2000 Equity Incentive Plan, the Rovi Corporation Amended 2008 Equity Incentive Plan (the “2008 EIP”) and the Rovi Corporation 2008 Employee Stock Purchase Plan (the “2008 ESPP”), as well as the TiVo Inc. Amended and Restated 1999 Equity Incentive Plan and TiVo Inc. Amended and Restated 2008 Equity Incentive Award Plan (“2008 TiVo Plan”), which were both assumed in the connection with the Mergers.TiVo Acquisition.
With respect to the 2008 TiVo Plan assumed in connection with the Mergers,Rovi's acquisition of TiVo, Inc., there are 465,72067,664 shares of stock to be issued upon exercise of outstanding options, with a weighted average exercise price of $17.68, and 3,482,802 shares of stock remain available for issuance under$21.39. The 2008 TiVo Plan.Plan expired on August 6, 2018.
(2)This reflects the weighted average exercise price for stock options granted pursuant to equity compensation plans only. Restricted stock is issued at a cost of $0.001 per share and therefore has no weighted average exercise price.
(3) As of December 31, 2016, 7,257,083
(3)As of December 31, 2018, 4,658,238 shares remained available for future issuance under the 2008 ESPP.







2542
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
In accordance with Section 16(a) of the Exchange Act and the regulations of the SEC, our directors, executive officers and holders of more than 10% of our common stock are required to file reports of ownership and changes in ownership with the SEC and NASDAQNasdaq and to furnish us with copies of all of the reports they file.
To the best of our knowledge, based solely on a review of the copies of such forms and certifications furnished to us from the reporting persons, we believe that during the fiscal year ended December 31, 2016,2018, all Section 16(a) filing requirements applicable to our directors, executive officers and holders of more than 10% of our common stock were timely met, other than a late Form 4 filing by Mr. Peter Halt,Wesley Gutierrez, resulting in the late reporting of two conversions of restricted stock units and the withholding of shares to satisfy tax withholding obligations on the vestingone grant of restricted stock units.




26
43
EXECUTIVE COMPENSATION


EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of our compensation programs and explains our executive compensation philosophy, policies and practices for the following executives, who are referred to in this Compensation Discussion and Analysis and in the subsequent tables as our named executive officers for 2016: Thomas Carson,2018: Raghavendra Rau, current Interim President and Chief Executive Officer; Dustin Finer,Enrique Rodriguez, former President and Chief Administrative and Internal OperationsExecutive Officer;Peter Halt, Chief Financial Officer; Pamela Sergeeff, ExecutiveMichael Hawkey, Senior Vice President and General CounselManager, User Experience; Matt Milne, Chief Revenue Officer; and Chief Compliance Officer; Pete Thompson,Arvin Patel, Executive Vice President and Chief Operating Officer; and John Burke, former Executive Vice President and Chief OperatingIntellectual Property Officer.
Prior to the TiVo Acquisition, (as defined below under “Executive Summary”), each of our named executive officers wasMessrs. Halt, Hawkey and Milne were employed by Rovi, the predecessor registrant to TiVo Corporation and the acquiring entity in the TiVo Acquisition for accounting and financial reporting purposes under generally accepted accounting principles in the United States. All references in this Compensation Discussion and Analysis to “us”, the “company” and “TiVo” refer to Rovi prior to the TiVo Acquisition and TiVo Corporation following the TiVo Acquisition and all references in this Compensation Discussion and Analysis to “compensation committee” refer to the compensation committee of the boardBoard of directorsDirectors of Rovi prior to the TiVo Acquisition and the compensation committee of the boardBoard of directorsDirectors of TiVo Corporation following the TiVo Acquisition. All references in this Compensation Discussion and Analysis to the “Chief Executive Officer” and “CEO” refer to Enrique Rodriguez prior to July 5, 2018, the date Mr. Rodriguez ceased service as our Chief Executive Officer, and Raghavendra Rau on and after July 5, 2018, the date Mr. Rau became our Interim Chief Executive Officer.
Executive Summary
On the TiVo Acquisition Date, Rovi completed its acquisition of TiVo Inc. for $1.1 billion. The TiVo Acquisition created a new company, TiVo Corporation, which is
Our Business

We are a global leader in media and entertainment products that power consumer entertainment experiences and enable itsour customers to deepen and further monetize their audience relationships. We provide a broad set of intellectual property, cloud-based services, embedded software solutions and set-top box solutionsintellectual property that enable people to find and enjoy online video, television programming, movies and music entertainment, includingentertainment. Our solutions include content discovery through device embedded and cloud-based user experience, including interactive program guides (“IPGs”), digital video recorders (“DVRs”), natural language voice and text search, cloud-based recommendations services and our extensive entertainment metadata (i.e., descriptive information, promotional images or other content that describes or relates to television shows, videos, movies, sports, music, books, games or other entertainment content).
We offer our portfolio of products as both discrete component technologies for our customers to integrate into their internally developed solutions or as part of completely integrated modular solutions. Our integrated platform includes software and cloud-based services that provide an all-in-one approach for navigating a fragmented universe of content by seamlessly combining live, recorded, video-on-demand (“VOD”) and over-the-top (“OTT”) (e.g., Netflix, Amazon Video, Hulu, VUDU and YouTube, among others) content into one intuitive user interface with simple universal search, discovery, viewing and recording, to create a unified viewing experience. We distribute our products through our service provider relationships, integrated into third party devices and directly to retail consumers.
We also offer data analytics solutions, including advertising and programming promotion optimizers, which enable advanced audience targeting in linear television advertising. Our solutions are sold globally to cable, satellite, consumer electronics, entertainment, media and online distribution companies, and, in the United States, we sell a suite of DVR and whole home media products and services directly to retail consumers.
Our products and innovations are protected by broad portfolios of licensable technology patents. These portfolios cover many aspects of content discovery, DVR, VOD and OTT experiences, multi-screen viewing, mobile device video experiences, entertainment personalization, interactive applications, data analytics solutions and advertising. We license our patent portfolios for use with linear broadcast television and, as the industry extends into new video services through internet technologies, for use with connected televisions, personal computers, video game consoles, media streaming and mobile devices. We believe that an ongoing marketplace transition toward mobile viewing and device proliferation presents further opportunity to extend our patent licensing programs for new use cases and additional customer verticals.
We are industry pioneers having invented the IPG and the DVR. Today, we continue our strong focus on innovation with new advanced solutions for unified viewing of internet video and pay TV, cutting edge natural language voice enabled technologies, entertainment personalization, audience management and viewership prediction solutions. Building on this foundation,Through our innovations, we have established broad industry relationships with the companies leading the next generation of digital entertainment. Our strategy includesAs the industry transforms to deliver more content over the internet, we are developing complementary products, services and intellectual property to address the opportunities presented by this industry transformation.our customers' needs.
To achieve our corporate mission, we rely on our employees. We encourage teamwork and collaboration among our employees and we demand accountability and strong results. Accordingly, we have designed our executive compensation program to provide a

2744
EXECUTIVE COMPENSATION


Accordingly, we have designed our executive compensation program to provide a competitive compensation package that focuses onconsiders paying for performance, internal pay equity, retention value, and comparability of compensation as compared to peer group companies and executive pay survey data.
Business TransformationOur 2018 Performance
Since December 2011,In February 2018, our Board of Directors reached the conclusion that our stock price was not at a level that they believed reflected the true value of the business given the company’s strong foundation, leading technologies, and solid cash flow from our long-term IP license agreements and guide deployments. As such, we announced we had begun a process of evaluating a wide range of strategic alternatives to realize long-term shareholder value. Over the course of 2018, we continued to make progress with our review of strategic alternatives and are still in ongoing discussions with parties interested in each of our IP Licensing and Product businesses. However, due to the unique nature of our IP Licensing and Product businesses, the process has taken longer than we hoped.
Certain 2018 compensation decisions were made in light of the uncertainty of our strategic alternatives review process and potential cost optimization initiatives together with our compensation committee’s determination that it was important to retain key executives critical to our operations and future success during this uncertain period of time, as further described below. However, despite the uncertainties facing our business, has been in transformation. The transformation beganour team achieved various successes against our 2018 operational strategy. Specifically, we (i) continued our cost reduction efforts during the year (and exceeded our internal goals with new management,respect to such reductions), (ii) launched several products and released product enhancements, including the December 2011 appointmentTiVo BOLT OTA and our new Sponsored Discovery personal advertising product, (iii) focused on innovation which led to having 193 patents granted in 2018 and (iv) renewed multiple IP licensing agreements, including with customers such as Samsung and Minerva Networks.
CEO Transition

In June 2018, Mr. Rodriguez informed us of Thomas Carson as our President and Chief Executive Officer andhis intention to resign from his current positions, following which he would serve in an advisory capacity to ensure a smooth transition to the subsequent appointmentnext CEO. In connection with Mr. Rodriguez’s resignation, he forfeited upon his termination (i) most of the remainder of our executive officers between May 2012awards and September 2016. During this transformation, our new executive management team spearheaded the rigorous evaluation of our company’s strategy and operations with the goals of re-focusingpayments the company on its core areasoffered him in consideration of expertisevarious cash compensation and growth opportunities,equity awards he forewent at his former employer to accept our offer and improving execution(ii) certain expenses that he incurred to accept our offer. For example, $12,195,791 was reported in our Summary Compensation Table as the grant date fair value of equity awards granted to Mr. Rodriguez in 2017, but such equity awards were forfeited and operational efficiency. The team conducted comprehensive product-by-product operational reviews across the business that focused on product rationalization and cost reductions.
During this period of transformation, including as a result of the TiVo Acquisition in September 2016, we have continued to make changes to our executive management team and to evaluate compensation policies designed to ensure that we position the company for sustained success. Because of the substantial changes in our management team and the changes flowing from our business transformation, our compensation programs reflected the elements that our compensation committee believed would stabilize our new leadership team as quickly as possible and ensure long-term retention and motivation and alignment with the long-term interests of our stockholders, which included special new hire and promotion equity awards. We believe that our compensation programs have been integral to the early success of our leadership transition and business transformation and that they have been instrumental in helping the company achieve its operational goalsMr. Rodriguez did not vest in the challenging environment overawards or realize any value with respect to such awards. Additionally, Mr. Rodriguez was required to repay the last several years.
Managementcash payment of $1,600,000 that he received in consideration for forgone deferred compensation at his former employer to accept our offer. The following chart shows the value of each key element of Mr. Rodriguez’s 2017 and our compensation committee have engaged2018 reported pay (that is, the grant date fair value used in a series of productive conversations with many of our principal stockholders throughout this period, soliciting their views on the executive compensation issues of primary interest to them. Their input has been valuable, informing our decisions designed to match compensation of our executives with the evolving nature of our businessSummary Compensation Table disclosure) and align their compensation with the fundamental interests of investors. As we continue to focus on transforming our business, we have and we intend to continue eliciting and addressing our stockholders’ interests and concerns regarding our compensation programs, as described below.
2016 Highlights
2016whether each amount was a year of significant achievement for our company as we:
Completed the TiVo Acquisition during the year and conducted significant integration planning pre-closing, which allowed immediate start to synergy actions resulting in significant annualized savings achievedactually realized by year’s end.
Entered into or renewed significant new IP licensing agreements, including agreements with Verizon, DISH, Charter, Frontier, Samsung and others.
Implemented further cost reductions during the year, which funded investments in organic growth initiatives and contributed to higher earnings per share.
Continued to expand the breadth and depth of our patent portfolio through targeted patent acquisitions and our ongoing innovation efforts.
Launched several successful products and released enhancements,including TiVo BOLT+, a best-in-class, all-in-one, multi-room entertainment device with six tuners and 3TB of recording capacity for customers looking for the ultimate video entertainment experience.
Mr. Rodriguez:

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Key Pay ElementReported Pay Amount ($)Actually Realized?
2018 base salary419,271Yes
2017 base salary102,273Yes
2017 replacement RSUs (1)5,163,791No-Forfeited in 2018
2017 front-loaded performance RSU (2)7,032,000No-Forfeited in 2018
2017 replacement long-term incentive cash payment (3)973,000Yes
2017 replacement annual incentive cash payment (4)1,225,000Yes
2017 replacement deferred compensation (5)1,600,000No-Repaid in 2018
Total Compensation Paid2,719,544
Total Compensation Forfeited13,795,791

(1)Six separate time-based restricted stock unit awards granted in 2017 in consideration for the long-term incentive compensation at his former employer that he was forgoing to accept our offer. 

(2)RSU granted in 2017 intended to encourage Mr. Rodriguez to join the company and was “front-loaded” to provide him with a meaningful equity stake in the company provided that the company achieved strong total stockholder return and/or stock price performance by December 31, 2020.

(3)Consideration for the long-term incentive compensation at his former employer that was scheduled to vest in early 2018 and that he was forgoing to accept our offer.

(4)Consideration for the 2017 annual incentive compensation at his former employer that he was forgoing to accept our offer.

(5)Consideration for deferred compensation at his former employer that he was forgoing to accept our offer; was subject to repayment if Mr. Rodriguez’s employment was terminated by the company with cause or by Mr. Rodriguez without good reason, in each case within one year following his start date.

In connection with the departure of Mr. Rodriguez, the Board of Directors appointed Mr. Rau as the company’s Interim President and Chief Executive Officer. Mr. Rau’s overall compensation package was reflected in an offer letter entered into in July 2018 and amended in December 2018. In determining Mr. Rau’s compensation for his service as Interim President and Chief Executive Officer, our Board of Directors considered the company’s existing executive compensation program, the 2018 compensation package that had been established for Mr. Rodriguez and advice from the compensation committee’s independent compensation consultant to design a competitive, market-based compensation package appropriate for an interim CEO with Mr. Rau’s skills, experience and knowledge of the company through his service as a director.

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EXECUTIVE COMPENSATION



Commitment to Responsible Executive Compensation Philosophy and Practices

The following table summarizes what we do and what we don’t do in our executive compensation practices to highlight both the responsible practices we have implemented and the practices we have avoided to best serve our stockholders’ long-term interests.
What We Do What We Don't Do
üPay for performance (page 31)49) OWe don’t guarantee salary increases (page 39)56)
ü

Grant performance-based stock awards that directly align executive and stockholder interests and are based on rigorous goalsTSR over a multi-year measurement period (page 43)63) O
We don’t target total named executive officer pay aboveprovide excise tax gross-ups upon change in control of the median of peer datacompany (page 38)

67)
ü

Use a balanced mix of fixed and variable cash incentives and long-term equity (page 34)50) OWe don’t provide excise tax gross-ups upon change in control of the company (page 48)
ü

Maintain rigorous stock ownership guidelines for our named executive officers and directors (page 46)OWe don't permit hedging or other forms of speculative transactions by executive officers, members of management or directors (page 67)
Maintain rigorous stock ownership guidelines for our named executive officers and directors (page 48)
ü

Maintain a clawback policy that applies to incentive cash and stock compensation (page 47)66) OWe don’t reprice underwater stock options without stockholder approval. Despite the fact that our executives hold stock options which are underwater, we have not repriced stock options since our option exchange program over ten years ago (page 46)ago.
ü

Engage with stockholdersMaintain a clawback policy that applies to solicit feedback on their views of ourincentive cash and stock compensation practices and consider potential changes based on this input (page 29)67)   
ü

Value stockholder feedback on our compensation practices (page 48)
Limit payments following a change in control of our company to situations involving an involuntary termination of employment (a so-called “double trigger” arrangement) and situations where equity awards are not assumed by the successor or surviving company (page 48)67)   
ü

Conduct an annual assessment of compensation-relatedcompensation related risk to effectively manage our compensation related risks profile (page 49)70)   

Compensation CommitteeIn addition, we are committed to aligning our executive compensation program with our stockholders’ interests and concerns, and thus we maintain the following pay practices:
Regularly evaluate our peer group to ensure that our peers are appropriate reference points;

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Pay bonuses under our annual bonus plan only upon achievement of specified corporate and, if applicable, business group and individual performance goals without a discretionary bonus component;

Structure a significant percentage of the annual equity compensation of our named executive officers (50% in 2018 for all except Mr. Rodriguez and Mr. Rau) as performance-based, where vesting is based on relative TSR over a multi-year measurement period;

Use different performance goals for our short-term and long-term incentive compensation; and

Continue to provide enhanced disclosure about the structure and process of our performance-based equity awards, including the specific performance goals, so that our stockholders have visibility into the rigor of our goal-setting process and our goals.

Stockholder Engagement Efforts
Management and Actions in Connectionour compensation committee value the input of our stockholders, which continues to inform our decisions designed to match compensation of our executives with Say-on-Pay Votethe evolving nature of our business and align their compensation with the fundamental interests of investors. As we continue to focus on transforming our business, we intend to continue eliciting and addressing our stockholders’ interests and concerns regarding our compensation programs, as described below.
Our compensation committee is committed to ensuring that our executive compensation program is effective and aligned with our stockholders’ interests and concerns. Accordingly, a criticalan important component of our compensation committee’s process has been to continue to:
Review emerging compensation “best practices” in the United States, with a focus toward companies of similar size;

Solicit advice from our compensation committee’s independent compensation consultant; and
Gather
Consider feedback from major stockholders to gain a thorough understanding of their concerns and review proxy advisory firms’ methodology, rationale and critiques of our compensation program;program.
Discuss with major stockholders and proxy advisory firms the potential changes to the compensation program that could address their concerns, before actually implementing any changes; and
Solicit guidance from major stockholders and the proxy advisory firms on any emerging policy issues.
Our compensation committee has engaged with our stockholders and made fundamental changes to our compensation programs over the past three years to understand and address their concerns. Our compensation committee’s interaction directly with stockholders, proxy advisors and other experts has significantly aided in the ongoing evolution of our compensation program, and ledprior changes to substantial changes in theour compensation program.program that were made to address our stockholders’ concerns. Stockholder support for our recent say-on-pay votes has increased from approximately 40% in 2014 to 84% in 2015 andremained strong: 92% in 2016.2016, 96% in 2017 and 95% in 2018.

Our compensation committee considered the results of our prior say-on-pay votes, including our 20162018 vote, a meaningful improvement andas an indication that our stockholders acknowledgedcontinue to acknowledge and appreciatedappreciate the changes that we have made in response to prior say-on-pay vote results and stockholder engagement.made. However, the compensation committee believes that evaluating our executive compensation program in light of our stockholders’ concerns, best practices and changes in our business, best practices, market dynamics and stockholders’ input, is an important ongoing process. Accordingly, the compensation committee has determinedis committed to continue the changes that we made or committed to make, withits thoughtful evaluation in

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evaluation and refinement in several areas to augment the purposes of such changes, in an effort to continuously strengthen our compensation program to serve our company and stockholder objectives.
The following chart summarizes the key actions our compensation committee has taken over the past three years as a result of our prior say-on-pay votes and our process to ensure our executive compensation program is effective and aligned with our stockholders’ interests and concerns, as described above, with special notation of the new or refined changes made for 2016 and thus far in 2017:
TopicDescription of Change
Competitive Pay Positioning & Peer Group
Adjusted our competitive positioning philosophy and pay levels downward (*2016 change*).  We shifted our general long-term incentive equity positioning from the 75th percentile to the 50th percentile of peer data, resulting in significantly reduced long-term incentive grants to our executive officers for 2016 and overall target compensation aimed at the 50th percentile of peer data. We did not provide for any base salary or target bonus increases for 2016.
Better aligned our peer group with our company and continued to thoughtfully analyze alignment so that our peers are appropriate reference points. We made substantial changes to the peer group over the past three years. In 2016, we further reduced the peer parameters relating to revenue size and refined the business focus of the peer companies within our peer group to better align with our revenues and business focus.
Stock Ownership Guidelines
Increased our CEO stock ownership guidelines (*2016 and 2017 change*). While we have maintained CEO stock ownership guidelines since 2011, beginning in 2016, we increased our CEO’s stock ownership guidelines from three to five times his annual base salary and in 2017, we further increased our CEO’s stock ownership guidelines from five to six times his annual base salary and our other named executive officers’ stock ownership guidelines from one to three times annual base salary. As of the date of mailing of this proxy statement, our CEO exceeds the requirements of our current stock ownership guideline, and each of our other NEOs and board members also meet or exceed the requirements of our current stock ownership guidelines.
Short-Term Incentives
Enhanced the threshold of our short-term incentive goals (*2016 and 2017 change*). We set our annual bonus plan targets for the corporate performance factor at rigorous levels at the beginning of each year. For 2016, we increased the threshold levels of the corporate performance factor that would be necessary to earn any bonus, from 50% to 75% achievement of each goal. For 2017, we further increased the threshold levels of the corporate performance factor that would be necessary to earn any bonus, from 75% to 90% achievement of each goal.
Eliminated discretionary provisions under our annual bonus plan and eliminated individual goals for our CEO (*2016 change*). We eliminated the discretionary bonus component of our annual bonus plan, so that bonuses are paid under our plan only upon achievement of specified corporate and, if applicable, individual performance goals. For 2016, we also eliminated all individual goals for our CEO.
Long-Term Incentives
Structured a significant percentage of equity compensation as performance-based, increased performance-vesting awards and eliminated stock option grants (*2016 change*). Approximately 65% of the 2016 equity grants to our chief executive officer consisted of performance-based awards, comprised of performance-vesting awards, based on target performance, and stock options. For 2016, we increased the percentage of our CEO’s long-term equity incentive delivered in the form of performance-vesting awards based on multi-year performance goals. This performance-vesting award, at target, represented the greatest portion (40%, increased from 35% in 2015) of our CEO’s total target 2016 equity incentive, based on the grant date target value approved by our compensation committee.
Eliminated use of the same performance goal for our short-term and long-term incentive compensation.  We structured ourperformance-based equity awards to vest upon the achievement of two equally weighted factors: 50% related to a three-year relative total stockholder return (“TSR”) metric of percentile ranking against the S&P 400 Software & Services Index, and 50% related to a three-year revenue CAGR and margin target, rather than the two performance factors used for our annual bonus plan. This change diversifies our executive’s incentives and addresses our differing long and short-term goals. We have continued to ensure the performance goals are appropriately rigorous and competitive.
Eliminated annual measurement component of performance-based awards and replaced with three-year measurement period. We now use a three-year measurement period for our performance-vesting equity awards, rather than one year measurements. This change enhances the long-term objectives of the performance awards.



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Disclosure Practices
Enhanced disclosure about structure and process of our performance-based equity awards, including the specific performance goals.  We now provide a detailed description of the performance awards in our Compensation Discussion and Analysis, including the process and amount by which shares may vest based on the level of achievement of performance goals. We disclose actual goals for the previous year (including the threshold and maximum goals) and the corresponding vesting terms of the performance awards. We will continue to disclose the goals so that our stockholders have visibility into the rigor of our goal-setting process and our goals.
Risk Mitigators
Added a clawback policy.  We adopted a clawback policy that currently authorizes the Board, beginning after February 2015, to take action to recover the incentive compensation paid to or vested by an executive officer based upon the achievement of certain financial results that were subsequently restated or corrected to the extent that the amount of such compensation would have been lower if the financial results had been properly reported. We adopted this policy proactively even though the SEC has not yet issued final rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act requirement, as a good corporate governance practice that is designed to mitigate executive risk taking.

Commitment to Pay for Performance
Our 2016 executive compensation program is weighted towards at-risk, performance-based compensation designed to align the interests of our executives with those of our stockholders.

A significant portion of the named executive officers’ compensation is at risk and dependent upon our company’s performance and/or an increase in the market price of our company’s common stock. Approximately 89% of our chief executive officer’s total reported compensation (as reflected in the Summary Compensation Table) and approximately 81% of our other named executive officers’ total reported compensation is at risk and dependent upon the company’s performance.
Specifically, bonuses under our annual incentive plan for our senior executives (including the named executive officers) are contingent on the achievement of two key corporate performance goals and individual performance (except for Mr. Carson, whose compensation under the 2016 Executive Incentive Plan was based solely on company performance). Additionally, we granted a meaningful portion (48% in 2016, an increase from 2015) of 2016 annual equity awards (granted in March 2016) to our named executive officers consisting of awards that vest only if certain pre-determined corporate goals, management objectives and relative stockholder value metrics are met over a multi-year period, based on the grant date fair value of such awards as required to be reported in the Summary Compensation Table, and excluding Mr. Thompson who joined after annual equity award grants in March 2016. The actual economic value of all of the equity grants to our named executive officers depends on the performance of our stock price over the period during which the awards vest.
Chief Executive Officer’s Realizable Pay
Our compensation committee’s goal is to align our chief executive officer’s compensation with stockholder returns as well as the financial goals that we believe lead to long-term stockholder value.

The chart below showsIn prior years, we have presented charts to show the value of compensation realizable by our chief executive officer, and how it changes year-over-year in comparison to our stock price performance and our reported pay.
Definitions. Realizable pay recognizes the impact of actual financial and stock performance in the returns available (or “realizable”) by the executive. In contrast, reported pay (which is the grant date fair value used in Summary Compensation Table disclosure) estimatesreflects the expectedgrant date value of compensation on the day it was granted,measured in accordance with financialgenerally accepted accounting principles.
Why
We Present This Information. We believe showing have historically presented realizable pay compared to reported pay helpsto help investors understand the sensitivity of our plan to actual financial and market performance and the resulting returns available to the executive. The compensation committee believes that given the heavily-weighted pay-for-performance structure of our executive compensation program, realizable pay and the ratio between realizable pay and reported pay shows the alignment between executive compensation and stockholder interests.
Realizable Pay Fluctuates with Stockholder Return. As reflected However, we are not presenting realizable pay compared to reported pay this year because it would not present comparable data to serve the intended purpose of our historical disclosure in light of our chief executive officer transitions in 2017 and 2018 and that Mr. Rodriguez and Mr. Rau were each in the chart below, during eachchief executive officer role for less than one year.

Ongoing Commitment to Pay for Performance to Align the Interests of 2014, 2015Our Executives with Those of Our Stockholders

A significant portion of most named executive officers’ 2018 compensation was at risk and 2016,dependent upon our company’s performance and/or the TSR of the company’s common stock relative to the TSR of the S&P 600 Software and Services index. For 2018, approximately 43% of our named executive officers’ (excluding Mr. Carson’s realizable pay differed, often significantly, from reported pay, whichRodriguez and Mr. Rau) total target compensation was primarily asat risk and dependent upon the company’s performance.
Specifically, bonuses under our annual incentive plan for our senior executives (including the named executive officers) are generally contingent on the achievement of two key corporate performance goals and, in some cases, business group and individual performance. Additionally, we granted a resultmeaningful portion (50% in 2018) of changesthe shares underlying 2018 annual equity awards to our named executive officers (excluding Mr. Rodriguez and Mr. Rau) in our stock pricethe form of awards that vest only if certain pre-determined relative TSR metrics are met over time. When our stock price falls after options and stock awards are granted early in a year,multi-year period, based on the realizablegrant date target value of thosesuch awards is reduced (or eliminated completely,as required to be reported in the case of out-of-the-money stock options).Summary Compensation decisions were made at the beginning ofTable. Mr.  Rodriguez did not receive a year, based on information available at that time and therefore reported pay should be viewedregular annual equity award grant in 2018 in light of the historical stock price“front-loaded” performance-based equity award he received shortly after his employment commenced. Mr. Rodriguez’ “front-loaded” performance-based equity award was forfeited when he ceased to be Chief Executive Officer.
The RSU awards granted to Mr. Rau in August 2018 and January 2019 were in the form of time-based awards that vest over a one-year period subject to Mr. Rau’s continued services to us as Interim Chief Executive Officer. After considering advice from the compensation committee’s independent compensation consultant generally and specifically with respect to compensating for interim service, our Board of Directors determined that time-based vesting was appropriate given the interim nature of Mr. Rau’s position and therefore did not make any of Mr. Rau’s equity grant based on relative TSR performance metrics. The actual economic value of all

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performance at that time; a subsequent increase or decrease in our TSR for such year would generally not factor into the pay decisions until the following year.
Comparison to Reported Pay. During the three-year period 2014-2016, while TSR increased by an average of approximately 2% per year, Mr. Carson’s 2014-2016 three-year average realizable pay was under the three-year average reported pay by approximately 34%. This was due primarily to the stock price at the end of 2016 being lower than the stock prices at all of the dates of grant for the last three years, which resulted in no in-the-money realizable value for options as all options granted had exercise prices greater than the value of the stock at the end of 2016, and the time-vested and performance-vested stock awards had a lesser value thanequity grants to our named executive officers depends on the dateperformance of grant.

The chart below demonstrates that while reported pay is a measure required to be disclosed in our “Summary Compensation Table” by an SEC rule that provides consistency amongst companies, it is not the measure that best reflects the compensation paid to our CEO nor the amount that can best be compared to our stock price in determining whether our CEO compensation is aligned with stockholders’ interests. The chart below demonstrates general alignment between our CEO’s realizable compensation with our stock price performance. For example,over the period during 2016,which the year end stock price decreased by 11% from the grant date stock price, resulting in Mr. Carson’s 2016 realizable pay being under the reported pay by approximately 33%. Mr. Carson’s approximately 21% decrease in 2016 reported pay was a result of a result of the compensation committee’s decision to shift its target equity positioning from the 75th percentile to the 50th percentile of peer data, significantly decreasing the amount of target long-term incentives granted for 2016. Despite the decrease in 2016 reported pay, 2016 realizable pay did not decrease from 2015 realizable pay, due primarily to TSR increasing by approximately 25% during 2016.awards vest.

Mr. Carson’s approximately 13% increase in 2015 reported pay was reasonable, given that at the time those pay decisions were made for Mr. Carson in early 2015, we had experienced the 15% stock price increase in 2014 and a further increase after year-end. Similarly, Mr. Carson’s approximate 21% decrease in 2016 reported pay was reasonable, given that at the time those pay decisions were made for Mr. Carson in early 2016, we had experienced the 26% stock price decline in 2015 and we decreased target equity positioning for 2016 grants to the 50th percentile of peer data.

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Chief Executive Officer Reported Pay(1) vs. Realizable Pay(2)(3)
image1.jpg
 2014 2015 2016
Reported Pay (1)$6,680 $7,555 $5,941
Realizable Pay (2)$4,994 $3,968 $3,979
% Change of Reported Pay to Realizable Pay-25% -47% -33%
1-Yr TSR15% -26% 25%
3-Year Average
Reported Pay 2014-2016 Average$6,726
Realizable Pay 2014-2016 Average (3)$4,455
% Change of Reported Pay to Realizable Pay-34%
3-Yr TSR 2014-2016 Compound Annual Growth Rate2%

(1)Reported Pay is defined as total compensation as reported in the 2016 Summary Compensation Table.
(2)Realizable Pay per year-end represents actual base salary and actual bonus paid out; long-term incentives are valued at year-end stock price each year, covering the in-the-money value of stock options granted in the current year (calculated as the difference between the year-end stock price and the exercise price), number of restricted shares or restricted stock units granted per year, and number of shares or units subject to performance-vesting awards earned (if known) or at target (for remaining balance of awards still in current performance periods).
(3)3-year Average Realizable Pay represents an average of the sum of the last three years’ actual base salary and actual bonus paid out; long-term incentives valued at FY16 year-end stock price, covering the in-the-money value of stock options granted

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in the corresponding year (calculated as the difference between the year-end stock price and the exercise price), number of restricted shares or restricted stock units granted per year, and number of shares or units subject to performance-vesting awards earned (if known) or at target (for remaining balance of awards still in current performance periods).
Compensation Philosophy: Objectives, Considerations and Elements
Objectives 
Our executive compensation programs
are generally designed to:
 
• attract and retain talented and experienced executives by offering market competitive compensation programs;
• motivate key executives to achieve strategic business initiatives and to reward them for their achievements;
• support a pay-for-performance environment that differentiates bonus amounts among the named executive officers on their responsibilities and contributions toward company performance; and
•Ÿ align the interests of executives with the long-term interests of our stockholders through equity-based awards whose value over time depends upon the market value of the company’s common stock.stock;
Ÿ motivate key executives to achieve strategic business initiatives and to reward them for their achievements;
Ÿ support a pay-for-performance environment that differentiates bonus amounts among the named executive officers on their responsibilities and contributions toward company performance; and
Ÿ attract and retain talented and experienced executives by offering compensation programs that are in line with our peer companies.
Considerations  
To achieve these objectives, our executive compensation package typically provides a mix of compensation elements, including base salary, annual variable cash bonuses, stock-based compensation, broad-based employee benefits, severance benefits and, severance benefits.in certain circumstances, retention payments. In any given year, our compensation committee may consider one or more of the following factors in determining the amount and form of each of these compensation elements with appropriate attention to both absolute and relative levels of compensation and the mix in achieving proper parity: 
•Ÿ compensation practices and levels among our peer companies and pay levels among our peer companies and executive pay survey as further described below under “Compensation Positioning Against Peer Data and Executive Pay Survey Data”;
•Ÿ historical and anticipated corporate and individual performance, including stock price, achievement of revenue and operating profit,adjusted EBITDA, and execution of individual, team and company-wide strategic initiatives;
•Ÿ budget constraints for salary, bonus and equity adjustments;
•Ÿ historical compensation levels;
•Ÿ broader economic conditions, with the goal of ensuring that our pay strategies are effective, yet responsible;
•Ÿ the potential dilutive effect of our equity compensation practices on our stockholders; and


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• stockholder feedback with respect to our compensation programs and practices in the markets in which we compete for talent; and
•Ÿ individual negotiations with executives, as these executives may be leaving meaningful compensation opportunities at their prior employer or foregoingforgoing other compensation opportunities with other prospective employers to work for us, as well as negotiations upon their departures, as we recognize the benefit to our stockholders of smooth transitions.

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Elements  
What We Pay Why We Pay It
Base Salary (fixed cash) 
•Ÿ Fixed source of compensation forprovides our executives allowing them a degree of certainty in the face of having a material portion of their compensation “at risk” in the form of annual variable cash bonuses and equity-based compensation.
•Ÿ Helps to attract and retain our named executive officers.
•Ÿ The compensation committee generally set base salaries annually and targets base salary levels at the 50th percentile of our market data (using peer group companies and executive pay survey data) as it believes this positioning provides adequate retention incentive.
Annual Variable Cash Bonus (“at-risk” cash) 
•Ÿ Rewards the achievements of our executive officers and their contributions to our financial performance.
•Ÿ Promotes strong linkages between our executives’ contributions and our company performance, supports the achievement of our business objectives and promotes retention of our executives.
•Ÿ Our compensation committee recognizes the important role that variable compensation plays in attracting, retaining and motivating our executives to achieve our short-term goals.
•Ÿ The compensation committee generally sets bonus levels annually and targets annual variable cash bonus levels at the 50th50th percentile of our market data (using peer group companies and executive pay survey data).

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Equity Compensation (“at-risk” stock awards) 
•Ÿ Aligns the long-term interests of our stockholders and our employees by creating a strong, direct link between employee compensation and stock price appreciation and, with respect to performance-based awards, company performance and relative stock price appreciation.TSR.
•Ÿ The compensation committee believes that if our officers own shares of our common stock with values that are significant to them, they will have an incentive to act to maximize long-term stockholder value.
•Ÿ The compensation committee and/or Board of Directors generally approves equity incentivesawards annually in the form of stock options, restricted stock units (“RSUs”) andthat vest based on service and/or RSUs that vest based on achievement of specific performance goals.
•Ÿ The compensation committee generally targets annual equity awards at or abovenear the 50th percentile of our market data (using peer group companies and executive pay survey data).

Role of Our Compensation Committee

Our compensation committee evaluates and approves the annual compensation changes for our named executive officers other than our chief executive officer.Chief Executive Officer. Our compensation committee also evaluates and recommends for approval by the independent members of the Board of Directors the annual compensation changes for our chief executive officer,Chief Executive Officer, as well as the performance goals for our compensation programs. References below in this “Executive Compensation” section to approvals by our Board of Directors are intended to refer to approvals by the independent members of the Board. In FebruaryBoard of each year, ourDirectors.

Our compensation committee solicits and considers our chief executive officer’sChief Executive Officer’s recommendations on the compensation levels of each named executive officer, as well as his reviews of each named executive officer’s performance and contributions in the prior year. In addition, our chairman of the Board of Directors solicits from other Board members their evaluations of the performance of the chief executive officerChief Executive Officer for the prior year and discusses his assessment of our chief executive officer’sChief Executive Officer’s performance with the other members of the compensation committee. The compensation committee and Board of Directors also met multiple times in the summer and fall of 2018 to address Mr. Rodriguez’s resignation and to discuss and determine compensation arrangements for Mr. Rau’s initial appointment and in late 2018 to address his continued employment as our Interim Chief Executive Officer.

As part of its deliberations, in any given year, the compensation committee may review and consider materials such as company financial reports and projections, historical achievement of company-wide operational and financial objectives, operational data, tax and accounting information, total compensation that may become payable to executives in various hypothetical scenarios, executive stock ownership information, company stock performance

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ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels, and the recommendations of our chief executive officer,Chief Executive Officer, human resources department and the advice of the compensation committee’s independent compensation consultant.

Role of Management in Setting Compensation

The company’s human resources, finance, and legal departments work with our chief executive officerChief Executive Officer to review peer compensation data, to propose compensation programs for consideration by the compensation committee, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data and other briefing materials, and ultimately to implement the decisions of the compensation committee.
Our internal personnel responsible for compensation analysis for the company generally attend a portion of each of the compensation committee’s meetings and leave before certain executive sessions. None of our named executive officers were present or participated directly in the compensation committee or the Board’sBoard of Directors’ final determinations regarding the amount of any component of their own 20162018 compensation packages.
However, given hisour Chief Executive Officer’s responsibilities for managing the performance of our executive officers, our chief executive officerChief Executive Officer generally plays a primary role in establishing the performance goals for, and evaluating the performance of, our other named executive officers, as described in greater detail below under “Short-Term Incentive Compensation”. The compensation committee solicits and considers hisour Chief Executive Officer’s evaluations and recommendations (as well as those of the human resources group), including his recommendations regarding base salary adjustments and target cash and equity incentive award levels for the other named executive officers. In the case of the chief executive officer,Chief Executive Officer, the compensation committee and the Board of Directors meet outside the presence of our chief executive officer andChief Executive Officer to assess his performance.
Role of Our Independent Compensation Consultant
The compensation committee retains an independent consultant to provide the compensation committee with an additional external perspective with respect to its evaluation of relevant market and industry practices. Since August 2015, the compensation committee has retained Farient Advisors (“Farient”) to act as its independent compensation consultant.
In weighing its recommendations for executive compensation for the fiscal year 2016,2018, the compensation committee directed Farient to advise the compensation committee on both best practices and peer practices when designing and modifying our compensation program for executive officers in order to achieve our objectives. As part of its duties, Farient provided the compensation committee with the following services with respect to 20162018 compensation decisions:
carried out a comprehensive review of our peer group for use in making 2016 executive compensation decisions;
provided compensation data for the peer group, using the peer group established in the prior year, and relevant executive pay survey data and an analysis of the compensation of the company’s executive officers as compared to this market data;
reviewed and provided a competitive assessment of, and comparison to, long-term incentive design andrecommendations regarding proposed special retention bonuses for executive pay program structure based on peer group data;officers;

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•
assisted the compensation committee and company with the development of a revised executive pay philosophy to provide target pay generally at the market median 50th percentile;
EXECUTIVE COMPENSATION



assisted the compensation committee in determining a pay package for Mr. Rau;

conducted a comprehensive pay for performancepay-for-performance assessment;

provided recommendations regarding the annual bonus and long-term incentive program design for 2016;2018;

assisted the compensation committee with the design of 20162018 pay programs consistent with the company’s business strategy and pay philosophy;

provided background information and data for 20162018 adjustments to the company’s executive compensation program consistent with good governance practices and the company’s objectives; and

provided a review of regulatory changes, and stockholder and proxy advisor firms’ best practices with respect to executive pay.

In 2016,2018, the compensation committee met regularly with Farient, both with and without the chief executive officerChief Executive Officer and/or (i) the former chief administrative and internal operations officer or (ii) the senior vice president and chief human resources officer present depending upon the topic being discussed. Farient took its direction from the compensation committee chairman, and thechairman. The company’s former chief administrative and internal operations officer and general counselthe senior vice president and chief human resources officer worked with Farient to provide any information Farient needed about the company to provide its services,services; however, the compensation committee retained the sole authority to direct, terminate or continue Farient’s services. Farient was not engaged for any non-compensation related services.

The compensation committee has analyzed whether the work of Farient as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the company by Farient; (ii) the amount of fees from the company paid to Farient as a percentage of the firm’s total revenue; (iii) Farient’s policies and procedures that are designed

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EXECUTIVE COMPENSATION


to prevent conflicts of interest; (iv) any business or personal relationship of Farient or the individual compensation advisors employed by the firm with an executive officer of the company; (v) any business or personal relationship of the individual compensation advisors with any member of the compensation committee; and (vi) any stock of the company owned by Farient or the individual compensation advisors employed by the firm. The compensation committee has determined, based on its analysis of the above factors, that the work of Farient and the individual compensation advisors employed by Farient as compensation consultants to the company has not created any conflict of interest.
Peer Group Determination
The compensation committee considers compensation practices and levels among our peer companies as one factor in determining compensation each year. This helps us, among other process objectives, to balance our goal of attracting and retaining top executive talent with the need to maintain a reasonable and responsible cost structure. Our compensation committee generally reviews and updates our peer group of companies annually to reflect changes in the industry and to ensure that our comparisons to peer group data are meaningful to the compensation committee’s process and review.
20162018 Peer Group. For the 20162018 compensation decisions, (which were made in February 2016), Farientmanagement worked with managementFarient in late 2015August 2017 to make recommendations to update the 20152017 peer group of companies. Farient

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evaluated several key parameters relating to ourTiVo’s then-current size and business focus, as well as significant acquisition activity within the 20152017 peer group, to formulate the appropriate recommended peer group for 20162018 compensation decisions.
Based on this analysis, our compensation committee determined that our 20162018 peer group of companies should consist of the 18 companies listed below. The median revenue of the 2018 peer group was $881 million, close to our 2017 actual revenue of $826 million. The companies in our peer group arewere companies: (i) that have similar business focus to us (focusing on a combination of IP licensing, data analytics solutions, data aggregator or provider services, content delivery platforms and solutions, integrated targeted advertising products and a similar customer base) and with whom we believebelieved we compete within the market for executive talenttalent; and (ii) with a revenue range of approximately one-third to up to potentially three times our projected revenue at the time (resulting in median revenue for the group of $516 million, in range of our projected revenue at the time and lower than our 2015 peer group median revenue), determined as of October 2015, when the peer group was proposed by Farient and approved by the compensation committee. Market capitalization was also considered in developing the peer group, as indicative of company performance, but was not a formal screening criterion. As a result, nine of our prior peer companies from 2015 were removed and six new peer companies were added. Specifically, we removed Compuware Corporation, Concur Technologies, Inc., Conversant, Inc., Digital River Inc., Informatica Corporation and TIBCO Software, Inc. because these companies had been acquired, and we removed FactSet Research Systems Inc., Fortinet Inc. and WebMD Health Corp. because they did not meet the revised parameters described above for having a close enough business focus to ours.

Commvault Systems, Inc.Harmonic Inc.Progress Software Corp.
comScore, Inc.InterDigital, Inc.*Rocket Fuel Inc.
CoreLogic, Inc.*Microstrategy Inc.Splunk, Inc.
Dolby Laboratories, Inc.Millennial Media Inc.*Tessera Technologies Inc.*
Dreamworks Animation Inc.Monster Worldwide, Inc.TiVo Inc. (now known as TiVo Solutions, Inc.)
Fair Isaac Corporation*Pegasystems Inc.Verint Systems Inc.*

*new peer company for 2016
Farient then collected, analyzed and provided to the compensation committee a report on the total direct compensation and pay practice data for executive officers holding comparable positions at the peer group companies from individual proxy filings (with respect to chief executive officer and chief financial officer compensation) based on publicly available data and other proprietary and published survey sources, and, in order to provide a broader reference point for certain of the named executive officers, from the 2015 Radford Global Technology Survey for technology companies with revenue between $500 million and $1 billion, both generally and as specifically limited to our 2016 peer group companies who participated in the survey, in order to capture compensation data from our 2016 peer group companies for certain named executive officer positions for which there was less publicly available data.
2017 Peer Group. For 2017 compensation decisions (which were made in February 2017), management worked with Farient in late 2016 to make recommendations to update the 2016 peer group of companies. Farient evaluated several key parameters relating to TiVo’s then-current size and business focus, as well as significant acquisition activity within the 2016 peer group, to formulate the appropriate recommended peer group for 2017 compensation decisions. Based on this analysis, our compensation committee determined that our 2017 peer group of companies should consist of the 15 companies listed below. The median revenue of the 2017 peer group is $850 million, higher than from the 2016 peer group median revenue to reflect the combined companies following the TiVo Acquisition and also higher than the high end of the range of our 2017 revenue estimates of $835 million. The companies in our peer group are

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EXECUTIVE COMPENSATION


companies: (i) that have similar business focus to us (focusing on a combination of IP licensing, data analytics solutions, data aggregator or provider services, content delivery platforms and solutions, integrated targeted advertising products and a similar customer base) and with whom we believe we compete within the market for executive talent and (ii) with a revenue range of approximately one-third to up to potentially three times our projectedactual revenue (resulting in median revenue for the group belowslightly higher than our projectedactual 2017 revenue at the time),of $826 million, determined as of November 2016August 2017 when the peer group proposed by Farient was approved by the compensation committee.committee). Market capitalization, enterprise value and EBITDA were also considered in developing the peer group, as indicative of company performance, but were not formal screening criteria.
As a result, seventwo of our prior peer companies from 20162017 were removed and fourfive new peer companies were added. Specifically, we removed DreamWorks Animation, Millennial Media, Inc. and TiVoMonster Worldwide, Inc. because these companiesthe company had been acquired, and we removed Harmonic Inc., and Progress Software Corporation to balance the overall size of companies in the peer group because these companies were relatively smaller. We removed Rocket Fuel Inc. and SplunkcomScore, Inc. because they didit was delisted on Nasdaq on February 8, 2017 due to incorrect financial reporting and could not align as closely to us with respect to company performance.be relisted until all the financial reports were current and correct.
Acxiom Corporation*Corporation+Fair Isaac CorporationNuance Communications*Pegasystems, Inc.
Akamai Technologies, Inc.*InterDigital, Inc.Take-Two Interactive Software, Inc.
Commvault Systems, Inc.InterDigital,j2 Global, Inc.*Pegasystems Inc.
comScore, Inc.Microstrategy Inc.Take-Two Interactive Software*Teradata Corporation*
CoreLogic, Inc.Monster Worldwide,MicroStrategy IncorporatedUniversal Electronics Inc.Tessera Technologies Inc.*
Dolby Laboratories, Inc.NeuStar, Inc.*^Verint Systems Inc.
Envestnet, Inc.*Nuance Communications, Inc.Xperi Corporation (formerly Tessera Technologies, Inc.)

*new peer company for 2017
+ As of October 1, 2018, Acxiom Corporation changed its name to LiveRamp Holdings, Inc. as part of a sale transaction.
* New peer company for 2018
^ NeuStar, Inc. was acquired in the fall of 2017 and has since been removed from the peer group.

Compensation Positioning Against Peer Data and Executive Pay Survey Data
As a general guideline, our compensation committee targets total direct compensation at a level that is competitive within our peer group and also the marketplaces in which we operate. The compensation committee’s compensation consultant collects, analyzes and provides to the compensation committee a report on the total direct compensation, target total direct compensation, base salary, long-term incentive awards, target short-term incentives, target short-term compensation, equity award and pay practice data, as applicable, for executive officers holding comparable positions at the peer group companies from individual proxy filings (specifically with respect to chief executive officer and chief financial officer compensation) and based on other proprietary and published survey sources (collectively referred to as the “peer data”). In generating the 2018 peer group, in order to provide a broader reference point for certain of the named executive officers, our compensation

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EXECUTIVE COMPENSATION


consultant referred to data from the 2017 Radford Global Technology Survey for technology companies with revenue between $500 million and $1.5 billion, both generally and as specifically limited to our 2018 peer group companies who participated in the survey, in order to capture compensation data from our 2018 peer group companies for certain named executive officer positions for which there was less publicly available data.
Our compensation committee believes that compensation should be at the levels necessary to achieve the objectives of our executive compensation program - attracting and retaining top talent as well as linking more of our executives’ compensation to achievement of annual and longer-term corporate performance goals as well asand long-term gains in the value of our stock. The opportunity for higher performance-based compensation reflects our commitment to pay for performance, with compensation being higher for exceptional performance and compensation being lower if our performance goals are not reached.
Our compensation committee believes that comparisons to the peer data and executive pay survey data are useful guidelines to measure the competitiveness of our compensation practices. For 2016,2018 compensation decisions made in the normal course for our named executive officers other than Mr. Rau and Mr. Rodriguez, the compensation committee generally targeted overall cash compensation, long-term incentives and total target compensation around the 50th percentile of peer data. This represented a shift from its prior practice of targeting long-term incentives above the 50th50th percentile of peer data. The compensation committee made this shift because it feltfeels that targeting around the 50th50th percentile of peer data servedserves the committee’s objective of offering a market competitive compensation program, while at the same time motivating and rewarding our executives to achieve our initiatives and aligning their interests with those of our stockholders, as the incentive nature of our long-term and short-term compensation is designed to deliver above median pay with strong company performance and below median pay with poor company performance. The compensation committee referenced the full range of pay for executives in similarly sized firms from the peer data. For 2016,2018, the compensation committee maintained discretion to set levels of executive compensation above or below peer levels based upon distinguishing factors such as individual performance, an executive’s level of experience and responsibilities, the comparability or lack thereof in roles and responsibilities when compared with peer companies, internal pay equity and our compensation budget.
Reasons for Providing, and Manner of Structuring, the Key Compensation Elements in 20162018 and Description of Changes to our 2019 Short-Term Incentive Compensation Program
As described above under “Compensation Philosophy: Our Objectives, Elements and Considerations,” our 20162018 executive compensation program consists of three principal components: base salary, annual variable cash bonus and equity compensation. The compensation committee does not have a set formula for determining the mix of each pay element, andbut instead seeks to ensure that compensation across all elements is fair and consistent with our company’s compensation philosophy as a whole. In addition, the compensation committee has not adopted any formal or informal policies or guidelines on the mix of the equity awards with regard to stock options versus RSU grants.in future years. We believe having flexibility in our allocation among various elements of compensation allows us to tailor each executive’s compensation package to meet our compensation goals based on the facts and circumstances known at that time.
2018 Base Salary Decisions
Base Salary: In May 2018, our compensation committee reviewed and determined the 2018 base salaries set forth in the table below for each of the named executive officers, other than Mr. Rodriguez, whose 2017 base salary was approved in connection with his hiring in November 2017 and remained the same for 2018, and Mr. Rau, whose 2018 base salary was

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EXECUTIVE COMPENSATION


The following charts illustrate, for 2016, the mix of key pay elements for our executives. Percentages represented in the chart below are based on the value of each element of the total compensation package which includes base pay, short term incentive (valued at target) and equity. For purposes of calculating the equity value, the value of RSUs was based on a 30-day trailing average stock price and the value of stock options was based on Black-Scholes valuation. Mr. Thompson was excluded from the Other NEOs’ Average Target Key Compensation Elements chart because he was hired in September 2016 and as a new hire, his long-term incentive mix did not reflect typical annual ongoing grants. Mr. Finer received a special one-time retention grant of 15,159 RSUs, which was excluded from the Other NEOs’ Average Target Key Compensation Elements chart.
image2.jpg
2016 Base Salary Decisions
Base Salary: No increases for 2016. In February 2016, our compensation committee reviewed and determined the 2016 base salaries for each of the named executive officers, other than Mr. Thompson, whose 2016 base salary was approved by the compensation committee in connection with his hiringappointment in August 2016, as set forth in the table below.July 2018. In making these 20162018 decisions, the compensation committee considered the positioning of each individual’s salary as compared to the peer data, as well as the individual’s historical salary levels, our then-current budget for employee salary adjustments and the individual’s anticipated role and responsibilities for the coming year.
The compensation committee determined not to make any increases to the base salaries of the continuing named executive officers in May 2018 in light of (i) the ongoing strategic alternatives process, (ii) the adoption of the Executive Retention Plan described below, and (iii) with respect to Mr. Hawkey, a prior 4.3% increase to his base salary, effective in March 2018.
In connection with his commencement of employment in July 2018, the Board of Directors set Mr. Rau’s annual base salary at $750,000, consistent with the base salary the Board of Directors had approved for Mr. Rodriguez in 2018.
Executive Officer2018 Base SalaryChange from 2017
Raghavendra Rau (1) $750,000
 N/A
Enrique Rodriguez (2) $750,000
 —%
Peter Halt $413,751
 —%
Michael Hawkey $400,000
 4.3%
Matt Milne $444,960
 —%
Arvin Patel $450,000
 —%
(1)Mr. Rau’s 2018 base salary was effective upon his appointment as the company’s Interim President and Chief Executive Officer on July 5, 2018.
(2)Mr. Rodriguez’s base salary was effective upon his commencement with the company on November 13, 2017 and remained the same for 2018.

2018 Short-Term Incentive Compensation Decisions
Target Amounts: In May 2018, the compensation committee reviewed the target bonus levels of all of the named executive officers serving at such time (except for Mr. Milne, who participates in a sales commission plan, the details of which are discussed more fully in the section below entitled “MilneSales Incentive Compensation Plan”), considering the peer data and Mr. Rodriguez’s recommendations (other than for himself) and determined all such bonus levels were appropriate and should remain unchanged from the 2017 target bonus levels, with the exception of Mr. Hawkey’s, which was increased from 40% to 55% for purposes of internal peer equity among executives reporting to our Chief Executive Officer. Messrs. Halt’s, Hawkey’s and Patel’s resulting 2018 target bonus percentages were at or below approximately the 50th percentile of the peer data with respect to short-term incentive compensation targets, which the compensation committee determined was appropriate in light of the ongoing strategic alternatives process.
In connection with Mr. Rau’s appointment as Interim Chief Executive Officer in July 2018, the Board of Directors considered recommendations from Farient and approved a target bonus percentage of 125% of base salary for Mr. Rau, consistent with the 2018 target bonus percentage the Board of Directors had approved for Mr. Rodriguez.

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The compensation committee maintained the same base salary for Mr. Carson and Ms. Sergeeff from the previous year because their base salaries approximated the 50th percentile of the peer data and maintained the same base salary for each of Messrs. Finer, Halt and Burke from the previous year because each executive’s base salaries were above the 50th percentile of peer data. In connection with his commencement of employment in August 2016, the compensation committee set Mr. Thompson’s the base salary at the same level it had approved for Mr. Burke in February 2016, to promote consistency and internal equity amongst the executive team.
Executive Officer2016 Base Salary % Change from 2015
Thomas Carson$625,000
 0%
Dustin Finer$391,498
 0%
Peter Halt$413,751
 0%
Pamela Sergeeff$355,100
 0%
Pete Thompson(1)
$475,000
 N/A
John Burke$475,000
 0%
Executive Officer2018 Target Bonus (% of base salary)Change from 2017
Raghavendra Rau125
%N/A
Peter Halt70
%—%
Michael Hawkey55
%37.5%
Arvin Patel70
%—%

(1) Mr. Thompson’s 2016 base salary was effective upon his commencement with the company on September 6, 2016.
2016 Short-Term Incentive Compensation Decisions
Target Amounts: No increases for 2016Determining and Weighting of Goals. In February 2016, Mr. Carson recommended to our compensation committee maintaining the same target bonus levels for each of the named executive officers employed at such time, other than Mr. Finer, from the prior year as set forth in the table below. Mr. Carson’s decisions were principally based on the positioning of the target bonus opportunities as an element of total compensation as compared to the peer and survey data.
The compensation committee reviewed Mr. Carson’s recommendations, taking into account the peer data, and determined that the target bonus levels of all of the Our named executive officers were appropriate and, other than as to Mr. Finer, should remain unchanged from the 2015 target bonus levels. Mr. Finer’s target bonus was reduced from 60% in 2015 to 55% in 2016 in order to align it closer to the 50th percentile of the peer data. Messrs. Carson’s, Finer’s, Halt’s and Burke’s, and Ms. Sergeeff’s resulting 2016 target bonuses were at approximately the 50th percentile of the peer data with respect to short-term incentive compensation targets. When he was hired in September 2016, the compensation committee maintained the same 2016 target bonus level for Mr. Thompson as it had approved for, Mr. Burke in February 2016, which was at approximately the 50th percentile of the peer data for the role of Executive Vice President and Chief Operating Officers, based on the peer data.
Executive Officer2016 Target Bonus (% of base salary) % Change from 2015
Thomas Carson100% 0 %
Dustin Finer55% -8.3 %
Peter Halt60% 0 %
Pamela Sergeeff55% 0 %
Pete Thompson70% N/A
John Burke70% 0 %

Weighting of Goals. In February 2016, the compensation committee approved the terms of our 2016 Executive Incentive Plan. Under the 2016 Executive Incentive Plan, the named executive officers would be eligible to earn their annual variable cash bonusbonuses under our 2018 Senior Executive Company Incentive Plan (the “2018 Executive Incentive Plan”). Such bonuses were based on the company’s achievement of worldwide revenue (“Revenue”) and worldwide Non-GAAP operating incomeadjusted EBITDA (“Non-GAAP Operating Income”Adjusted EBITDA”) targets, as well asand, except for Mr. Rau, achievement of individual performance (except for Mr. Carson, whose compensation under the 2016 Executive Incentive Plan was based solely on company performance),goals, with the weightingweightings set forth in the following table. These weightings reflectMr. Hawkey’s cash bonus is additionally based on achievement of a business group performance factor (“BGPF”) based on the business group revenue target and contribution margin target described below, as set forth in the following table.

 Weighting Among Goals
Executive Officer
Corporate
Performance
 
Individual
Performance
 Business Group Performance Weighting
Raghavendra Rau100% —% —%
Peter Halt75% 25% —%
Michael Hawkey20% 30% 50%
Arvin Patel75% 25% —%
With respect to Messrs. Halt, Hawkey and Patel, the compensation committee’s determination ofcommittee set the anticipated2018 weighting between corporate and intended contribution of each officer’s achievement against the related goals. The weightings for Mr. Carson reflect a change from 90% corporate performance and 10% individual performance (and, with respect to Mr. Hawkey, the business group performance weighting) at the same level as in 2015 to 100%effect at the end of 2017, as they believed it appropriately aligned our executives with corporate performance in 2016.performance. Because as chief executive officer,Interim Chief Executive Officer, Mr. CarsonRau has a greater direct impact on, and responsibility for, corporate performance, the compensation committee determinedbelieved that his bonus should be solely dependent on corporate performance.

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EXECUTIVE COMPENSATION


With respect to Messrs. Finer, Halt and Burke and Ms. Sergeeff, To further align our business unit leaders with corporate performance, for 2019, the compensation committee setincreased the 2016 weighting between corporate and individual performance at the same level as in effect at the end of 2015, as they believed it appropriately aligned our executives with corporate performance. Pursuant to his offer letter agreement with us, upon Mr. Thompson’s commencement of employment, he was eligible to participate in the 2016 Executive Incentive Plan at the same levels and under the same structure as Mr. Burke, pro-rated for the portion of the year he was employed with the company, and based upon corporate and individual performance goals.
 Weighting Among Goals
Executive Officer
Corporate
Performance
 
Individual
Performance
Thomas Carson100% 0%
Dustin Finer75% 25%
Peter Halt75% 25%
Pamela Sergeeff75% 25%
Pete Thompson75% 25%
John Burke75% 25%

Under our 2016 Executive Incentive Plan, each executive officer’s bonus is entirely dependent on the corporate and, if applicable, individual performance goals described below.(from 20% to 50%) and decreased the weighting of individual goals (from 30% to 10%) and business group goals (from 50% to 40%) for Mr. Hawkey, Mr. Patel and our other business unit leaders.
Corporate Performance Goals. Corporate performance is calculated using a corporate performance factor matrix measuring bothThe average of the payout percentages for the Revenue and Non-GAAP Operating Income to determineAdjusted EBITDA goals is the “corporate performance factor.”factor” for Messrs. Halt, Hawkey and Patel. The portion of the annual variable cash bonus that could be earned based on corporate performance is calculated as the product of: (i) the executive’s base salary, (ii) target bonus percentage, (iii) the fraction of the annual variable cash bonus that could be earned based on corporate performance, and (iv) the corporate performance factor, determined byand (v) the corporate performance factor matrix.fraction of the number of calendar days during the fiscal year that the executive is in the incentive-eligible position.
Non-GAAP Operating IncomeAdjusted EBITDA is measureddefined as GAAP operating income from continuing operations, adding back non-cash items such as equity-based compensation andexcluding depreciation, amortization of intangibles, as well as items which impact comparability that are required to be recorded under GAAP, but that the company believes are not indicative of its core operating results such as changes in the fair value of contingent consideration, retention earn-outs payable to former shareholders of acquired businesses, earn-out settlements, transaction, transition and integration costs, contested proxy election costs, changes in franchise tax reserves andintangible assets, restructuring and asset impairment charges. While depreciation expense is a non-cash item, it is included in Non-GAAP Operating Income as a reasonable proxy for capital expenditures.
Rigor of Corporate Performance Goals. The 2016 annual bonus plan targets for the determination of the “corporate performance factor” were set at the high end (rather than the midpoint) of our annual expectations for Revenue and Non-GAAP Operating Income, ensuring that our bonus targets were rigorous. In determining the appropriate target levels, with the assistance of Farient, the compensation committee performed a competitive assessment of our targets, considering the historical performance of our peer group and the S&P 400 Software and Services index, as well as our historical performance. For the 2016 Senior Executive Company Incentive Plan, in February 2016 (prior to the signing of the Merger Agreement), the Revenue target for the matrix at 100% achievement was $526.9 million and the Non-GAAP Operating Income target for the matrix at 100% achievement was $201.6 million. Based on the combined company budget (which reflects the combination of the companies in September 2016), for the 2016 Senior Executive Company Incentive Plan, the Revenue target for the matrix at 100% achievement was increased to $629.8 million and the Non-GAAP Operating Income target for the matrix at 100% achievement was increased to $208.6 million.
The compensation committee was mindful that our Revenue target for 2016 was set slightly above our actual 2015 Revenue, and the Non-GAAP Operating Income target for 2016 was set above our actual 2015 Non-GAAP Operating Income but in each case below our 2015 targets.  The compensation committee determined the 2016 targets were rigorous and appropriate to motivate and incentivize our executives to achieve our financial goals, given (1) the headwinds facing the company as to our forecasted revenue and Non-GAAP Operating Income expectations for 2016, including the uncertainty and potential volatility related to (i) our IP license renewals with Comcast (whose agreement was expiring March 31, 2016), DISH Network (whose agreement was expiring April 4, 2016), Charter and Time Warner Cable (who were in the middle of their own acquisition, with potential delays attendant thereto, and whose agreement, in the case of Time Warner Cable, was expiring on April 1, 2016), and Verizon (where renewal discussions had been ongoing and unsuccessful as of the time the 2016 revenue and Non-GAAP Operating Income targets were being established), and (ii) the attendant litigation risk associated with those companies if no renewal agreements were to be reached with any one or more of such companies, and (2) the results of the competitive assessment described above. However, to further increase the rigor or our program, the compensation committee raised the threshold level of performance necessary to earn in any “corporate performance factor” for 2016, from 50% to 75% of the Revenue target and from 50% to 75% of the Non-GAAP Operating Income target.charges, goodwill impairment, equity-

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based compensation, transaction, transition and integration costs, retention earn-outs payable to former stockholders of acquired businesses, earn-out settlements, CEO transition cash costs, remeasurement of contingent consideration, gain on settlement of acquired receivable and changes in franchise tax reserve.
Rigor of Corporate Performance Targets. To assist the compensation committee in determining the appropriate target levels, Farient provided a competitive assessment of our targets, considering our historical performance and the historical performance of our peer group and the S&P 600 Software and Services Index and projected performance.
When Mr. Rodriguez, our former Chief Executive Officer, joined in November 2017, he undertook a review of the company and its operations, including but not limited to revenue growth and cost structure of the organization.  Due to this operational efficiencies analysis that was undertaken in early 2018, and also due to the February 2018 announcement that the company was evaluating a wide range of strategic alternatives as the Board of Directors did not believe that our stock price was at a level that reflected the true value of the business, the Board of Directors did not approve the company’s operating budget until April 2018.  The compensation committee thereafter worked with Farient and Mr. Rodriguez to design rigorous target levels under the 2018 Executive Incentive Plan that reflected the actual 2018 operating budget and strategy.  However, Mr. Rodriguez resigned from his position in July 2018 before this work was completed.  Immediately following Mr. Rau’s appointment as Interim Chief Executive Officer in July 2018, the compensation committee resumed this work, with the benefit of Mr. Rau’s input, and in August 2018 set our Revenue and Adjusted EBITDA targets at levels that were challenging, rigorous and appropriate in the context of the challenges and uncertainties facing our business, the ongoing strategic review process, alignment with the company’s annual goals and the desire to retain talent in light of high-profile management transitions.
The corporate performance factor matrixfor Messrs. Halt, Hawkey and Patel was calculated by averaging the payout of each of the Revenue and Adjusted EBITDA targets. The payout level for each level of attainment is set forth below,in the table below.
  
Attainment
(% of target) (1)
 
Payout
(% of target)
Threshold90% 50%
Target100% 100%
Maximum110% 200%
(1) Below 90% of attainment, the plan provided for 0% payout. Between 90% and uses100% attainment of target, a straight-line interpolation of 5% points of payout were earned for results between the stated percentages. Maximum achievement isevery 1% point of attainment. From 100% to 110% of attainment of target, 10% points of payout were earned for every 1% point of attainment. The maximum payout was capped at 2.0 (or 200%.

To further increase the rigor of our annual variable cash bonus program, for 2019 the compensation committee increased the threshold level of attainment necessary for our executives to earn any bonus to 95% (without a corresponding increase to the payout level) and reduced the maximum payout level to 175% (without a corresponding reduction to the level of attainment necessary to earn the maximum payout).
Business Group Performance Goals. The BGPF for Mr. Hawkey was calculated by averaging the payout of the applicable business group revenue target opportunity allocated(“BG Revenue”) and

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EXECUTIVE COMPENSATION


contribution margin target (“BG Contribution Margin”). The portion of the annual variable cash bonus that could be earned based on business group performance is calculated as the product of: (i) Mr. Hawkey’s base salary, (ii) target bonus percentage, (iii) the fraction of the annual variable cash bonus that could be earned based on business group performance, (iv) the BGPF and (v) the fraction of the number of calendar days during the fiscal year that Mr. Hawkey was in the incentive-eligible position. The payout level for each level of attainment is set forth in the table below.
  
Attainment
(% of target) (1)
 
Payout
(% of target)
Threshold90% 50%
Target100% 100%
Maximum110% 200%
(1) Below 90% of attainment, the plan provided for 0% payout. Between 90% and 100% attainment of target, a straight-line interpolation of 5% points of payout were earned for every 1% point of attainment. From 100% to corporate performance)110% of attainment of target, 10% points of payout were earned for every 1% point of attainment. The maximum payout was capped at 200%.
Corporate Performance Factor Matrix Used in 2016
image3.jpgTo further increase the rigor of our annual variable cash bonus program, for 2019 the compensation committee also increased the threshold level of attainment necessary for Mr. Hawkey to earn any bonus to 95% (without a corresponding increase to the payout level) and reduced the maximum payout level to 175% (without a corresponding reduction to the level of attainment necessary to earn the maximum payout).
Individual Performance Goals. Individual performance is calculated as a number, between 0 and 200%, with 100% as target performance, and that number is called the individual performance factor. The portion of the annual variable cash bonus that could be earned based on individual performance was calculated for each participant as the product of: (i) the executive’s base salary, (ii) target bonus percentage, (iii) the fraction of the annual variable cash bonus that could be earned based on individual performance, and (iv) the individual performance factor.factor, and (v) the fraction of the number of calendar days during the fiscal year that the executive is in the incentive-eligible position. The compensation committee approved each eligible executive’s individual performance factor based on Mr. Carson’sRau’s evaluation of performance of each respective function and whether certain pre-established individual goals for the year had been achieved. The compensation committee believes it is important to retain flexibility to reward individuals for their contributions to overall company performance.
20162018 Corporate Performance Results. The Revenue target at 100% achievement was $707.0 million and the Adjusted EBITDA target at 100% achievement was $193.4 million. Our performance in 20162018 against our revenueRevenue and operating profitAdjusted EBITDA goals was $649.1$695.9 million in Revenue, or 103.1%98.4% of the target goal, and $242.4$200.1 million in Non-GAAP Operating Income,Adjusted EBITDA, or 116.2%103.5% of the target goal, resulting in a factor on the corporate performance factor matrix of 1.27113% (that is, 127%the average of 92% payout for Revenue and 135% payout for Adjusted EBITDA).
2018 BGPF Results. Applicable to Mr. Hawkey, for User Experience, the portionBG Revenue target at 100% achievement was $295.0 million and the BG Contribution Margin target at 100% achievement was $111.4 million. Our performance in 2018 against our BG Revenue and BG Contribution Margin goals for User Experience was $315.8 million in BG Revenue, or 107.1% of the target opportunity allocated to corporate performance). These achievement percentages were calculated based on the increased target goals described above for the combined company budget (reflecting the combinationgoal, and $129.6 million in BG Contribution Margin, or 116.3% of the companies in September 2016 as a result of the TiVo Acquisition). Had original target goals (not reflecting combined company budget) been used for measurement, both the Revenue and Non-GAAP Operating Income achievement percentages would be higher than those stated above,goal, resulting in a greater corporate performance factor and greater bonus payout for our named executive officers. The compensation committee believed that comparing our actual 2016 results against the combined company targets best reflected our performance against our target goals and the pay for performance philosophy of our annual incentive program.
2016 Individual Performance Results. In February 2017, our compensation committee evaluated Messrs. Finer, Halt, and Thompson and Ms. Sergeeff to determine the individual performance factor payouts as follows:
Dustin Finer: Mr. Carson recommended, and our compensation committee approved, an individual performance factor payout for Mr. Finer (as reflected in the table below) based on Mr. Finer’s overall leadership, management of the human resources function as part of a complicated integration of Rovi and TiVo Inc. and the multitude of new duties taken on as he commenced management of the administrative and internal operations this year in connection with his promotion in 2016. In awarding Mr. Finer an individual payout above target, the compensation committee was particularly mindful of Mr. Finer’s contributions towards the TiVo Acquisition and integration process.

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EXECUTIVE COMPENSATION


in a factor on the BGPF for User Experience of 185% (that is, the average of 171% payout for BG Revenue and 200% payout for BG Contribution Margin).
2018 Individual Performance Results. In February 2019, our compensation committee evaluated Messrs. Halt, Hawkey and Patel to determine the individual performance factor payouts as follows:
Peter Halt: Mr. CarsonRau recommended, and our compensation committee approved, an individual performance factor payout for Mr.  Halt of 1.3 (as reflected in the table below) based uponon Mr. Halt’s management of our timely financial reporting and audit processes, his efforts with the company’s analystsassistance in ensuring a smooth CEO transition, execution on enterprise cost efficiency programs and investors, and his managementsupport of the company’s finance organization.business during the strategic alternatives process.

Pamela SergeeffMichael Hawkey: Mr. Carson recommended, and our compensation committee approved, an individual performance factor payout for Ms. Sergeeff (as reflected in the table below) based upon Ms. Sergeeff’s overall leadership, management of the worldwide corporate legal function, leadership of the TiVo Acquisition process, material contribution on corporate governance and compliance initiatives, management of the worldwide revenue generating commercial legal function and support of business and corporate development strategies. In awarding Ms. Sergeeff an individual payout above target, the compensation committee was particularly mindful of Ms. Sergeeff’s outstanding contributions towards the TiVo Acquisition and the renewal of the company’s IP license agreement renewal with DISH Networks.
Pete Thompson: Mr. CarsonRau recommended, and our compensation committee approved, an individual performance factor payout for Mr. ThompsonHawkey of 1.3 (as reflected in the table below) based upon management of our User Experience product group, securing customer wins for future growth products such as IPTV and rationalization of R&D facilities.
Arvin Patel: Mr. Thompson’s overall leadershipRau recommended, and assistance with the transition following the TiVo Acquisition. Theour compensation committee took into consideration thatapproved, an individual performance factor payout for Mr. Thompson joined usPatel of 1.3 (as reflected in September 2016, one day before completionthe table below) based upon management of the TiVo Acquisition,our IP business group, growing our intellectual property portfolio both organically and felt that he fully met performance expectations for the relatively short period of time served during 2016.inorganically and steering our ongoing multi-forum litigation strategy with Comcast.
  2016 Target Bonus 2016 Actual Bonus Paid2016 Actual Bonus as a % of Target Bonus
Executive Officer 
2016 Target
Bonus (%)
 
2016 Target
Bonus ($)
 Corporate Performance Factor Payout ($)+Individual Performance Factor Payout ($)=
2016 Actual
Bonus
Paid (CPF + IPF)($)
Thomas Carson 100 $625,000 $793,750+N/A=$793,750127%
Dustin Finer 55 $215,323 $205,095+$80,747=$285,842132%
Peter Halt 60 $248,251 $236,459+$46,547=$283,006114%
Pamela Sergeeff 55 $195,305 $186,028+$97,653=$283,681145%
Pete Thompson (1)
 70 $105,668 $100,649+$26,417=$127,066120%
John Burke(2)
 70 $332,500 —+—=——
 2018 Target Bonus  2018 Actual Bonus Paid  
Executive Officer
2018 Target
Bonus as a Percentage of Base Salary (%)
2018 Target
Bonus ($)
 Corporate Performance Factor (#)Corporate Performance Factor Payout Calculation ($)Individual Performance Factor (#)Individual Performance Factor Payment Calculation ($)Business Group Performance Factor (#)Business Group Performance Factor Payment Calculation ($)2018 Actual Bonus Paid ($)(1)2018 Actual Bonus as a % of Target Bonus
Raghavendra Rau125
$462,329
(2)1.13
$522,432
N/A
N/A
N/A
N/A
$522,432
113%
Peter Halt70
$289,626
 1.13
$245,458
1.3
$94,128
N/A
N/A
$339,586
117%
Michael Hawkey55
$190,247
(3)1.13
$42,996
1.3
$74,196
1.85
$175,978
$293,170
154%
Arvin Patel70
$315,000
 1.13
$266,963
1.3
$102,375
N/A
N/A
$369,338
117%
(1)The Actual Bonus Paid for each executive is generally equal to the Corporate Performance Factor Payout Calculation plus the Individual Performance Factor Payout Calculation (plus the Business Group Performance Factor Payment Calculation for Mr. Hawkey), as shown

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EXECUTIVE COMPENSATION


above. However, under the terms of the 2018 Executive Incentive Plan, the compensation committee has the discretion to pay less than the full amount (including to pay zero percent) of the payout to which any participant would otherwise be entitled, which determination shall be based upon such factors as the compensation committee determines appropriate.

(1)(2)Mr. Thompson’s 2016 Target Bonus reflectsRau’s bonus calculations reflect pro ration of such base salary and related bonus target amounts to reflect the pro-rated portion for the period of employment in 2016.2018 during which Mr. Rau served as Interim Chief Executive Officer.

(2)(3)As a result of Mr. Burke’s separation from us effective December 16, 2016, he was not eligibleHawkey’s bonus calculations reflect pro ration to earn aaccount for increases in base salary and bonus under our 2016 Executive Incentive Plan. Pursuant to the terms of Mr. Burke’s Executive Severance and Arbitration Agreement with us dated March 1, 2014 and his transition agreement with us, he was entitled to payment of his full 2016 target bonus, assuming full achievement (but not overachievement) of corporate and individual performance upon his employment termination on December 16, 2016. Accordingly, Mr. Burke was paid $332,500,percentages in a lump sum payment in February 2017.2018.

2016As a result of Mr. Rodriguez’s resignation effective July 5, 2018, he was not eligible to earn a bonus under our 2018 Executive Incentive Plan.

Milne Sales Incentive Compensation Plan

Mr. Milne participates in the 2018 Sales Incentive Compensation Plan (the “Commission Plan”), which is designed to compensate employees who are engaged in sales activities for sales performance and to reward such employees for delivering early and often during the plan year. As a participant in the Commission Plan, Mr. Milne is not eligible to participate in the 2018 Executive Incentive Plan. Mr. Milne’s total commission target for 2018 was based on specified target revenue quotas and target quotas for new sales contracts. For 2018, Mr. Milne’s total commission target was $280,000, or 63% of his base salary, which was approved by the compensation committee in May 2018. Under the Commission Plan, compensation is paid as an advance by the 45th day following the close of the quarter and deemed earned after the company recognizes revenue and receives payment from a customer. For the year ended December 31, 2018, Mr. Milne earned compensation under the Commission Plan in the amount of $291,495.

Retention Payments

In May 2018, to provide continuity of key members of the management team and address the elevated risk of executive retention associated with the ongoing strategic alternatives process, at the recommendation of the compensation committee, the Board of Directors approved an Executive Retention Plan for certain company executives as designated by the compensation committee, including Messrs. Hawkey, Milne and Patel. During this period of uncertainty, the Board of Directors determined it was critical to retain key executives who could steer the company through its review of strategic alternatives, and that retention awards were critical to achieve this goal. The plan provides for a cash retention award of $750,000 to each of Messrs. Hawkey, Milne and Patel if the officer remains employed by the company on December 31, 2019. However, under the terms of the plan, if the officer is terminated by the company without cause or the officer resigns for good reason before May 9, 2019, and the officer has remained actively employed in good standing through such termination date, such officer shall be paid 66% of such officer’s cash retention award. If the officer is terminated by the company without cause or the officer resigns for good reason after May 9, 2019, such officer shall be paid all of such officer’s cash retention award provided that such officer executes an effective release of claims against the company. If an officer (a) voluntarily resigns from the company without good reason, (b) is terminated by the company for cause, (c) is terminated by the company for poor performance (as reasonably determined by the Board of Directors), or (d) dies or becomes disabled, in each case prior to December 31, 2019, no cash retention award will be paid to such officer.



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EXECUTIVE COMPENSATION


2018 Long-Term Incentive Compensation Decisions

Size of Equity Awards. In determining the size of the total equity compensation opportunity in 2016,2018, the compensation committee:
aimed to have the aggregate target award value result in target total direct compensation at a level that is competitive in the marketplaces in which we compete;

focused a larger portion of total direct compensation in the form of long-term and performance-based equity awards intended to drive long-term differentiated value relative to our peers and maximize long-term stockholder value;

aimed to structure a substantial portion of equity opportunity in the form of awards that vest based on achievement of performance goals to better align our executives’ long-term compensation opportunity with our stockholders’ interests; and
considered the recommendations of Mr. CarsonRodriguez for the other named executive officers.officers (the awards were granted prior to Mr. Rau’s appointment as Interim Chief Executive Officer).

Interim CEO Equity Award. In connection with his appointment as Interim Chief Executive Officer, the Board of Directors granted to Mr. Rau a time-vesting RSU award in July 2018 with a grant date target value of $2,000,000. The award value was determined based on peer data with input from Farient and pro-rated in recognition of Mr. Rau’s expected tenure in such role of six months. In December 2018, in connection with the extension of Mr. Rau’s tenure as our Interim Chief Executive Officer and based on peer pay analyses conducted by Farient, the Board of Directors agreed to grant Mr. Rau a second time-vested RSU award in January 2019 with a grant date target value of $2,000,000. The Rau RSUs (as defined below) vest quarterly, with one-fourth of the units vesting every three months after the grant date, subject to Mr. Rau’s service as Interim Chief Executive Officer through such vesting date. As a condition of each award, Mr. Rau agreed not to publicly resell any vested portion of the RSU during his tenure as Interim Chief Executive Officer.
Equity Award Mix for Annual Awards to Other Named Executive Officers.. The compensation committee determined that the annual equity awards granted to the named executive officers (other than Mr. Rodriguez and Mr. Rau) in 20162018 should consist of stock options, time-vesting RSU grants and performance-vesting RSU grants as set forth in the table below. The compensation committee determined that these threetwo types of equity awards provided the appropriate balance of long-term incentives for our executive officers in 2016.2018. Specifically, RSU awards that vest based on performance goals focus executives on achieving specific longer-term company performance goals and increasing stockholder value, and RSU awards that vest over time provide tangible value to executive officers and serve as an incentive and retention tool during a difficult operating or volatile business environment, while still being tied

43
EXECUTIVE COMPENSATION


to our stockholder value. The compensation committee vieweddetermined not to grant stock options as inherently performance orientedin 2018 because it felt that using solely performance-vesting RSUs and time-vesting RSUs would strengthen the executive realizes nodirect alignment of the long-term incentive program to stockholder value from stock options unless and until the company’s stock price increases over the strike price.creation.
In setting the mix of the threetwo types of equity awards for 2016,2018, the compensation committee determined that a substantial portion of the equity grants should consist of awards that vest based on our performance (in the form of measurable performance goals and/or stock price appreciation)based on

63
EXECUTIVE COMPENSATION


relative TSR), in addition to continued service over time and accordingly,time. Accordingly, the compensation committee structured performance-based awards to account for more than half of each executive’s annual equity award. In order to further align Mr. Carson’s equity compensation opportunity, the compensation committee increased the portion of Mr. Carson’s equity opportunity that was structured in the form of performance vesting RSU for 2016.
In setting the annual grant levels, the compensation committee shifted itsreviewed peer data and generally aimed for the equity positioning forgrants to the executive officers for 2016 from2018 to fall around the 7550th percentile to the 50th percentile of peer data. This resulted in a significant decrease in the grant date target value of our executive officer equity compensation for 2016. Mr. Carson’s grant date target 2016 equity value represented nearly a 50% decrease from his grant date target 2015 equity value approved by the compensation committee. The compensation committee believes that this positioning, combined with its mix of equity compensation reflects our commitment to pay for performance, with compensation above the median of our peers for exceptional performance and compensation below this level if our performance goals are not reached. The resulting target grant values were established based on market data, individual performance and criticality, and each approximated the 50thretention value of current existing equity awards. Each award fell around or under the 50th percentile of the peer data, except for the grant to Mr. Finer’s grant,Hawkey, which was closer tofell around the 30th60th percentile of the peer datadata. The compensation committee determined Mr. Hawkey’s award was appropriate in orderrecognition of his 2017 performance and from an internal pay equity perspective.
The Board of Directors did not grant any annual equity awards to offsetMr. Rodriguez in 2018 because Mr. Rodriguez had notified TiVo of his base salary being higher thanintention to resign prior to the 50th percentile (and therefore making his total direct compensation approachgrant of the 50th percentileannual equity awards in the aggregate).July 2018.
The compensation committee approved a total dollar value for each named executive officer’s annual grants, which we refer to as the grant date target value, based on the market data and other factors described above, and the allocation of such value to each of the threetwo forms of equity awards (40%(50% performance-vesting RSUs for all named executive officers, 35% and 40%50% time-vesting RSUs for the chief executive officer and other named executive officers, respectively, and 25% and 20% stock options for the chief executive officer and other named executive officers, respectively)RSUs). The actual share amountsnumber of the awardsperformance-based RSUs and time-based RSUs granted on MarchJuly 1, 20162018 (or, for Mr. Halt, on August 1, 2018) were then calculated using the 30-day averageclosing stock trading price of our common stock as of February 29, 2016grant date or, if the grant date is not a trading day, the last trading day immediately prior to the grant date (dividing the applicable grant date target value by such averageclosing stock price to arrive at the RSU sharetarget number of performance-based RSUs and performance-vesting RSU target sharethe number and applying a Black-Scholes option-pricing model calculation using such average price to arrive at the stock option share number).
Each of the following grants, reflecting the actual share amounts granted on March 1, 2016, was approved by the compensation committee in February 2016:time-based RSUs.
Executive OfficerStock Options 
RSU -
Time Vesting
 
RSU -
Performance Vesting (target)
Thomas Carson98,645 56,925 65,057
Dustin Finer7,398 6,099 6,099
Peter Halt22,195 18,297 18,297
Pamela Sergeeff14,797 12,198 12,198
John Burke24,661 20,330 20,330
Executive Officer 
RSU -
Time Vesting
 
RSU -
Performance Vesting (Target)
Peter Halt 53,498 53,498
Michael Hawkey 35,316 35,316
Matt Milne 27,881 27,881
Arvin Patel 27,881 27,881

As a result of Mr. Finer’s promotion in July 2016, the compensation committee granted Mr. Finer an additional equity grant consisting of the same three types of equity awards granted to our named executive officers in March described above. Specifically, we granted Mr. Finer 7,407 stock options, 21,222 time-vesting RSUs and 6,063 performance-vesting RSUs (at target). These additional equity awards were given to (i) approximate the 502018th percentile of grants levels for his new position as Chief Administrative and Internal Operations Officer based on peer data and (ii) with respect to 15,159 of the time-vesting RSUs, to provide an additional retention incentive to Mr. Finer. To serve an additional retentive purpose, the normal four-year vesting schedule for time-vesting RSUs was altered for Mr. Finer so no vesting of this retention award would occur for the first two years of Mr. Finer’s continued service (the award vests 50% on the second anniversary of the grant date and then 25% on each of the third and fourth anniversaries of the grant date).
Pursuant to Mr. Thompson’s offer letter agreement, on October 1, 2016, he was granted a stock option to purchase up to 56,497 shares of our common stock and an RSU award covering 82,135 shares, each of which vest over time. The compensation committee determined the size of these awards taking into consideration the 50th percentile of the peer data and the incentive necessary to induce Mr. Thompson to commence employment with the company, given the compensation opportunities he would be foregoing to do so.
2016 Performance Award Vesting Criteria. The 20162018 performance-vesting RSU awards were structured similarly to those granted in 2015, which included some key changes to address our investors’ feedback and further refine the awards to best achieve their desired objectives. The 2016 performance awards arebe based entirely on a three-year performance period (2016-2018)(2018-2020) and are eligible to vest on

44
EXECUTIVE COMPENSATION


a cliff basis, if at all, after three years based upon the achievement of the following two performance factors, each weighted equally: (i) a three-year relative TSR metric of percentile ranking against the S&P 400600 Software & Services Index (the “TSR Factor”), as reflected below. We carefully set the performance award goals to be rigorous and (ii) three-year revenue compound annual growth rate (“CAGR”)ultimately serve to align management and adjusted EBITDA margin targets (“EBITDA Margin” or “Margin” and togetherour stockholders’ interests. The TSR Factor was set at levels the compensation committee determined to be competitively challenging, with the CAGR targets, the “CAGR/Margin Factor”), as reflected below.maximum metric extremely robust. Further, the vesting of the performance awards is conditioned upon the grantee remaining employed with the company through the vesting date, which is the third anniversary of the grant date.
The compensation committee structured the TSR Factor and CAGR/Margin Factor to be based on a three-year measurement period (rather than one yearone-year measurements over a three-year period), to enhance the long-term nature of the award. The compensation committee chose the CAGR/Margin Factor as a performance goal because it is an importantaward, distinguish long-term measure that focusesincentive award and short-

64
EXECUTIVE COMPENSATION


term incentive award goals and further align management with our executives on growing the company’s business and driving profits, while also capturing cost control and operational efficiency.long-term stockholder interests. The compensation committee chose the TSR Factor to provide a relative performance metric against an appropriate comparator group of companies to incentivize and reward not only for returns to our stockholders, but also returns in excess of our general industry. Additionally, the compensation committee was careful to structure the 2016 performance awards to be based on performance goals that differ from our short-term goals under our annual bonus plan. The compensation committee believes that the structure of the 2016 performance awards further aligns management with our long-term stockholder interests.
We carefully set the performance award goals to be rigorous and ultimately serve to align management and our stockholders’ interests. The CAGR and Margin targets for the three-year period are reflected in the table below.

The CAGR and Margin targets as well as the TSR Factor was set at levels the compensation committee determined competitively challenging, with the maximum metric extremely robust.

At the end of the 2016-20182018-2020 performance period, the compensation committee will applydetermine the vesting factors resulting from the performancelevel of eachachievement of the TSR Factor for the three-year performance period and CAGR/Margin Factor overthen apply the entire three-year periodresulting vesting factor to the grant amount to determine the total amount that will vest based on achievement of the two performance metrics.vest. Depending on the level of achievement, the minimum number of shares issuable pursuant to the performance award is zero and the maximum number of shares issuable is twice the number of target shares.
The range of threshold, target and maximum levels for the three-year CAGR/Margin Factor and resulting vesting are as follows:
 Vesting Attainment
CAGR           
16%100%120%120%140%140%160%160%180%200%200%200%
15%100%100%120%120%140%140%160%160%180%180%200%
14%90%100%100%120%120%140%140%160%160%180%180%
13%90%90%100%100%120%120%140%140%160%160%180%
12%80%90%90%100%100%120%120%140%140%140%160%
11%80%80%90%90%100%100%120%120%120%140%140%
10% (target)70%80%80%90%90%100%100%100%120%120%140%
9%70%70%80%80%90%90%90%100%100%120%120%
8%60%70%70%80%80%80%90%90%100%100%120%
7%60%60%70%70%80%80%80%90%90%100%100%
6%50%60%60%70%70%70%80%80%90%90%90%
5%50%50%60%60%70%70%70%80%80%80%90%
 40%41%42%43%44%
45%
(target)
46%47%48%49%50%
 EBITDA Margin*

*EBITDA is measured as GAAP operating income from continuing operations, adding back non-cash items such as equity-based compensation, depreciation and amortization of intangibles, as well as items which impact comparability that are required to be recorded under GAAP, but that the company believes are not indicative of its core operating results such as changes in the fair value of contingent consideration, transaction, transition and integration costs, contested proxy election costs, changes in franchise tax reserves and restructuring and asset impairment charges. EBITDA margin is calculated as EBITDA divided by Revenue.

45
EXECUTIVE COMPENSATION


The range of threshold, target and maximum levels for the three-year TSR Factor and resulting vesting are as follows:
TSR Factor
Vesting as a % of
Target (if TSR is positive)
Payout as a % of
Target (if TSR is
negative)
Payout as a % of
Target (if TSR is positive)
Payout as a % of
Target (if TSR is
negative)
95200%100%
90200%100%
85188%100%
80175%100%
75163%100%
75 or higher200%100%
70150%100%180%100%
65138%100%160%100%
60125%100%140%100%
55113%100%120%100%
50 (target)100%100%
4588%90%
4075%80%
3563%70%
3050%60%
2550%
Below 25—%

AsVesting of Hawkey RSU. In October 2016, Mr. Hawkey was granted a resultperformance-based RSU award that was eligible to vest in three equal tranches in the event of achieving pre-established performance metrics associated with synergies related to the TiVo Acquisition a portionthat were approved by the compensation committee. In light of business decisions that were made to benefit the company in late 2017 (outside of Mr. Halt’sHawkey’s control) and which affected Mr. Burke’s 2015 and 2016 performance-vesting RSUs vested based on our performance asHawkey’s ability to achieve the vesting of the datethird tranche of the TiVo Acquisition, measured againstperformance-based RSU, and for retention reasons related to the CAGRCEO transition in July 2018, the compensation committee extended the performance achievement date and Margin targets as well as our TSR Factor described aboveultimately determined that the milestone was achieved, and taking into account the portionthird tranche, in the amount of the three-year performance period elapsed as of the TiVo Acquisition. The remainder of the6,371 shares, were converted into time-based RSUs. In addition, Mr. Burke became entitled to vesting acceleration of his equity awards upon his separation from us effective December 16, 2016. The treatment of Mr. Halt’s and Mr. Burke’s 2016 performance-vesting RSUs as a result of the TiVo Acquisition and Mr. Burke’s separation are further described below under “Agreements Providing for Change of Control and Severance Benefits”.vested on October 1, 2018.

Equity Compensation Policies

Our general policy is to make annual, new-hire and promotion equity grants on pre-determined dates as follows:

In 2016,2018, annual equity grants for named executive officers were recommended by the compensation committee and approved by the Board or approved by the compensation committee, as applicable, on the first regularly scheduled meeting of the compensation committee and/or the Board during the first quarter of each year, with a target grant date effective as of March 1.
In 2017, annual equity grants for named executive officers will be recommended by the compensation committee and approved by the Board,Directors, or approved by the compensation committee, as applicable, on the second regularly scheduled meeting of the compensation committee and/or the Board of Directors during the

65
EXECUTIVE COMPENSATION


second quarter of each year, with a target grant date effective as of July 1. This change was1 (except for the equity grants to Mr. Halt that were made due to the TiVo Acquisition to align annual equity grant timing of all employees.on August 1, 2018).
New hire
New-hire and promotion grants of equity awards (stock options and/or RSUs) for all executive officers are subject to approval by our compensation committee and occur on the first day of the month following the new employee’s start date or promotion date, as applicable (except for January, which would be January 2, due to the perpetual January 1 holiday). For example, if the compensation committee authorized a grant to a new-hire executive officer on January 10 and the executive officer started employment on January 20, the grant date would be February 1. If the new-hire executive officer started employment on January 20 but the compensation committee did not authorize the grant until February 2, the grant date would be March 1.

The exercise price of the options is not less than the closing price of our common stock on the grant date of the option. It is our policy not to purposely accelerate or delay the public release of material information in consideration of a pending equity grant to allow the grantee to benefit from a more favorable stock price.

Directors and Named Executive Officers Stock Ownership Guidelines

We have maintained stock ownership guidelines for our Board of Directors and our executive officers (including the named executive officers) since 2011. Those guidelines currently provide (giving effect to prior modifications in February 2012, February 2015, February 2016 and February 2017), as follows:

46
EXECUTIVE COMPENSATION


the following:
Board members are required to own, or acquire within five years of July 1, 2011 (or, if later, five years after appointment),appointment, shares of common stock of the company (including vested stock options or other vested equity awards received as compensation for serving as a member of the Board)Board of Directors) having a market value of at least four times the amount of the annual cash retainer for such director.

Our chief executive officerChief Executive Officer is required to own, or acquire within five years of March 1, 2011 (or, if later, five years after appointment), shares of common stock of the company (including vested stock options or other vested equity awards received as compensation in connection with his employment with the company) having a market value of at least six times his then-current annual base salary (ownership requirement changed from five times base salary to six times base salary in February 2017).salary.

Each named executive officer (other than the chief executive officer)Chief Executive Officer) is required to own, or acquire within five years of March 1, 2011 (or, if later, five years after appointment), shares of common stock of the company (including vested stock options or other vested equity awards received as compensation in connection with his or her employment with the company) having a market value of at least three times his or her then-current annual base salary (ownership requirement changed from one times base salary to three times base salary in February 2017).salary.

The required ownership level for each member of the Board of Directors, the chief executive officerChief Executive Officer and the other named executive officers of the company shall be recalculated whenever such person’s level of base pay changes (for members of the Board of Directors, such director’s annual cash retainer), and as of January 1 of every third year; and, if such re-calculation results in an increased ownership amount being required under the above guidelines, then such person shall have five years from the date of the re-calculation to accumulate the incremental amount of the increase resulting from the re-calculation.

Post Year-End Compensation Decisions
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EXECUTIVE COMPENSATION


Our compensation committee and Board made 2017 executive compensation decisions in February 2017 relating to our annual incentive bonus program and the timing of our executive compensation decisions for 2017. The 2017 Executive Incentive Plan was structured to have the same financial goals as the 2016 Executive Incentive Plan, based on a worldwide revenue target and a worldwide non-GAAP operating profit that the compensation committee determined was appropriate for 2017. However, the compensation committee revisited the threshold levels of the corporate performance goals necessary to earn a payout and determined to increase the threshold levels for 2017 from 75% to 90%.

In connection with the integration of the TiVo Acquisition, we decided to align the timing of compensation decisions for all employees, including executive officers, until later in the year. The compensation committee determined that 2017 executive compensation decisions, including base salary, target bonus and annual equity awards, will be made in the second quarter of the year, rather than in the first quarter of the year. As a result, annual equity awards will be granted on the second regularly scheduled meeting of the compensation committee and/or the Board during the second quarter of each year, with a target grant date for equity awards effective as of July 1, rather than March 1.

In addition, in February 2017, the compensation committee approved an equity award for Ms. Sergeeff, in special recognition of her extraordinary efforts and outstanding contributions during 2016 towards the TiVo Acquisition and the renewal of the Company’s IP license agreement with DISH Networks, in addition to the rest of her duties as General Counsel and Chief Compliance Officer in the normal course of business. While it is not the compensation committee’s general practice to grant special equity awards of this nature, the compensation committee believed that Ms. Sergeeff’s tremendous effort level and contribution through the months-long and overlapping processes of the TiVo Acquisition and the DISH renewal, among her other activities, which were instrumental to their successful consummation, presented a special circumstance that necessitated an additional award to reward, incentivize and retain Ms. Sergeeff. The equity award will be granted on March 1, 2017 in the form of a RSU award with a $200,000 target grant date value, vesting with respect to half of the shares on each of January 1, 2018 and January 1, 2019, subject to Mr. Sergeeff’s continued service through such dates. The compensation committee carefully considered the appropriate form of delivery of Ms. Sergeeff’s award (considering both cash and equity) and determined that an equity award, as opposed to a cash bonus, was most appropriate because the award vests over Ms. Sergeeff’s future service (and so there is a retentive aspect) and delivers realizable value directly dependent on company stock price (and so there is a performance incentive aspect). In choosing the size of the award, the compensation committee was mindful of the value of the award in comparison to Ms. Sergeeff’s current equity incentives (the grant date target value of her special award represented approximately one-third of the grant date target value of her 2016 annual equity incentive).

Compensation Recovery Policy

We adopted a clawback policy, even though the SEC has not yet issued final rules implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act requirement. Our policy currently provides that, in the event of (i) a financial statement restatement or (ii) a later determination that the figures upon which incentive compensation (equity compensation or cash) was calculated and paid to executive officers were in error (provided that in each case that an executive officer’s misconduct caused either

47
EXECUTIVE COMPENSATION


the noncompliance that resulted in the restatement or the error in the figures upon which incentive compensation was calculated and paid), the Board of Directors may take action to recover the incentive compensation that was paid or vested (including gain from the sale of vested shares) during the three-year period preceding the restatement obligation or the determination of the error as noted above. In addition, as a public company subject to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002, if we are required as a result of misconduct to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our chief executive officerChief Executive Officer and chief financial officerChief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive. We will also comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and will modify our policy to the extent required by law once the SEC adopts final regulations on the subject.

Anti-Hedging Policy
We have a policy that prohibits our executive officers, directors and other members of management from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our stock. We adopted this policy as a matter of good corporate governance. Furthermore, by not allowing executives to engage in such transactions, they face the downside risk of a reduction in value of their unvested equity awards, and therefore pay from equity is more strongly correlated to stock price performance over the vesting period.
Agreements Providing for Change of Control and Severance Benefits
The employment of each of our named executive officers is “at will.” However, each of the current named executive officers has
Executive Severance and Arbitration Agreements. Messrs. Rau, Halt, Hawkey, Milne and Patel have entered into an executive severance agreementand arbitration agreements with the company. The executive severance and arbitration agreements of Mr. Finer, Mr.Messrs. Halt, Ms. SergeeffHawkey, Milne and Mr. ThompsonPatel have substantially the same material terms, providing cash severance of up to twelve months of base pay, continuation of Welfare Benefits (as defined in the agreement) during the period in which cash severance is being paid, and accelerated vesting of certain equity-based compensation, and continuation of benefits coverage only upon termination of employment (i) by the company for any reason other than cause or (ii) by each officer with good reason, and in either the case of (i) or (ii), in connection with a change in control of the company. The executive severance agreement of Mr. Carson provides for similar cash severance, accelerated vestingIn connection with his appointment as Interim President and benefit coverage as the other named executive officers in the event of a change in control, but differs from the other named executive officer’s agreements in that Mr. Carson’sChief Executive Officer, we entered into an executive severance and arbitration agreement generally provides: (i)with Mr. Rau, which was amended and restated effective December 27, 2018. The agreement provides for certain severance and change in control-related benefits. Our Board of suchDirectors determined that these severance benefits upon termination of his employment by the company without “cause” or his voluntary termination with good reason unrelatedwere necessary and appropriate in order to any change in controlretain Mr. Rau. The details of the company or by reason of death,executive severance and (ii) a “best after-tax results” provision if such payments upon a change in control results in an excise tax under Section 4999 of the Code. The severance agreement of Mr. Burke provided for cash severance of twelve months of base pay continuation, payment of target bonus and accelerated vesting of equity-based compensation upon an involuntary termination of employment in connection with a change in control of the company.
The TiVo Acquisition qualified as a “change in control” under the severancearbitration agreements described above with Messrs. Carson, Finer, Halt and Burke and Ms. Sergeeff and the terms of the outstanding performance-vesting awards held by each of such executive officers; however, in connection with the TiVo Acquisition, Messrs. Carson and Finer and Ms. Sergeeff entered into letter agreements with Rovi whereby each agreed that the TiVo Acquisition would not qualify as a “change in control”.
As a result of the TiVo Acquisition, under the terms of Mr. Halt’s outstanding performance-based equity awards granted in 2015 and 2016, our performance was measured against the performance goals for such awards as of the effective date of the TiVo Acquisition. Based on the extent of such performance and the portion of the three-year performance period that occurred prior to the TiVo Acquisition, a portion of the awards (0% of the 2015 award and 17% of the 2016 award) vested at the time of the TiVo Acquisition and a portion of the 2015 and 2016 awards (49% of the 2015 award and 83% of the 2016 award) converted from performance-based awards to time-based awards (vesting in equal annual installments on March 1 of each of 2017, 2018 and 2019 (with respect to the 2016 grant only)), subject to Mr. Halt’s continued service, with the remainder of the awards immediately forfeited. Mr. Burke’s 2015 and 2016 equity awards were subject to the same treatment as described above for Mr. Halt, however, as a result of his termination on December 16, 2016, and in accordance with a transition and separation agreement dated August 29, 2016, Mr. Burke became entitled to the benefits under this severance agreement triggered by an involuntary termination in connection with a change in control (which included vesting acceleration of the time-vesting schedule of portion of his 2015 and 2016 performance-vesting equity awards earned based on our performance as of the TiVo Acquisition). The terms of the employment and severance agreements with our named executive officers are discussed more fully in the section below under the heading “Employment Agreements with Named Executives” andentitled “Potential Payments upon Termination or Change of Control.”

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EXECUTIVE COMPENSATION


Non-Change in Control Executive Severance Plan. Additionally, each of Messrs. Halt, Hawkey, Milne and Patel are eligible for severance benefits under the Executive Severance Plan we approved in July 2017 for certain designated company executive vice presidents and senior vice presidents. The plan provides for cash severance of twelve months of base salary, certain equity acceleration benefits and certain health and outplacement severance benefits to each such named executive officer, upon a termination of employment by the company for any reason other than cause or by each officer with good reason. The benefits under the plan are offset by any then-existing change in control severance agreements and subject to certain cessation upon commencement of new employment. The details of the Executive Severance Plan are discussed more fully in the section below entitled “Potential Payments upon Termination or Change of Control.”
Executive Retention Plan. In addition, in May 2018, to provide continuity of key members of the management team and address the elevated risk of executive retention associated with the ongoing strategic alternatives process being undertaken by the management team and the Board of Directors, at the recommendation of the compensation committee, the Board of Directors approved an Executive Retention Plan for certain company executives as designated by the compensation committee, including Messrs. Hawkey, Milne and Patel. The details of the Executive Retention Plan are discussed more fully in the section below entitled “Potential Payments upon Termination or Change of Control.”
The amounts, terms and conditions of these change in control and severance rights reflect the arrangements between our named executive officers and the company at the time these awards and documents were entered into and the benefits provided by our peer companies to similarly situated executives, as well as our desire for internal pay equity among our executive officers. The compensation committee believes that the severance benefits and accelerated vesting offered to our named executive officers in the event of a termination of employment in connection with a change in control (i) serves to minimize the distractions to our executive team and helps our named executive officers maintain a balanced perspective in making overall business decisions during periods of uncertainty and (ii) are structured

48
EXECUTIVE COMPENSATION


so that an acquirer that wishes to retain our management team during a transition period or over the long term will have an opportunity to do so. The non-change in control severance benefits under the Executive Severance Plan and the cash award under the Executive Retention Plan are intended to facilitate leadership stability in the company’s management team.
As a result of Mr. Rodriguez’s resignation in July 2018, he was not eligible to receive any payments or benefits under his severance agreement, under the Executive Severance Plan or otherwise.
401(k) Plan
Our employees, including our named executive officers, are eligible to participate in our 401(k) plan. Our 401(k) plan is intended to qualify as a tax qualified plan under Section 401 of the Code. Our 401(k) plan provides that eachEach participant may contribute a portion of his or her pretax compensation.compensation to our 401(k) plan. Employee contributions are held and invested by the 401(k) plan’s trustee. Our 401(k) matching contribution program matches employee contributions at a rate of 50% up to 6% of eligible compensation and within the federal statutory limit under Section 401(a)(17). We believe that this benefit is consistent with the practices of our peer companies, and therefore is a necessary element of compensation in attracting and retaining employees.

68
EXECUTIVE COMPENSATION


Other Employee Benefits
We provide health insurance, dental insurance, life insurance, disability insurance, healthcare savings accounts, wellness program incentives, health club membership reimbursement and paid vacation time benefits to all of our employees, including our named executive officers on the same terms and conditions. We believe these benefits are consistent with the practices of our peer companies, and therefore necessary in attracting and retaining our employees.
In addition to the benefits listed above, the compensation committee provides, from time to time, limited business-related perquisites to our named executive officers. In considering potential perquisites, the compensation committee reviews the company’s cost of such benefits against the perceived value we receive. No such perquisites were approved orIn 2018, we paid Mr. Hawkey’s commuting expenses to and from his home in 2016.Colorado in the amount of $78,732. In addition, in 2018, we paid to Mr. Milne the cost of his guest's attendance at the Sales Excellence Club and a gross-up to cover related taxes in the aggregate amount of $7,770.
Tax Deductibility of Executive Compensation
Under Section 162(m), compensation paid to any publicly held corporation’s “covered employees” that exceeds $1 million per taxable year for any covered employee is generally non-deductible.
Prior to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”), Section 162(m) ofprovided a performance-based compensation exception, pursuant to which the Code generally limitsdeduction limit under Section 162(m) did not apply to any compensation that qualified as “performance-based compensation” under Section 162(m). Pursuant to the corporate deduction by a public companyTax Act, the performance-based compensation exception under Section 162(m) was repealed with respect to taxable years beginning after December 31, 2017, except that certain transition relief is provided for compensation paid pursuant to its chief executive officera written binding contract which was in effect on November 2, 2017 and which is not modified in any material respect on or after such date.
As a result, compensation paid to any of the company’s “covered employees” in excess of $1 million per taxable year generally will not be deductible unless it qualifies for the performance-based compensation exception under Section 162(m) pursuant to the transition relief provided by the Tax Act. Because of certain otherambiguities and uncertainties as to the application and interpretation of Section 162(m), no assurance can be given that any compensation paid by the company will be eligible for such transition relief and qualify for the performance-based compensation exception under Section 162(m). Although the compensation committee will continue to monitor the applicability of Section 162(m) to the company’s ongoing compensation arrangements, the compensation committee also intends to continue to provide compensation for the company’s named executive officers during any single year to $1 million per individual, unless certain requirements are met which qualify that compensation as performance-based under these tax rules. Our compensation committee considers the impact of this deduction limitation rule in establishing and implementing compensation policies and practices. The compensation committee may grant compensation that qualifies as performance-based compensation when it determines that it is in the best interest of the company. For example, under the 2008 EIP, stock options and performance-based stock awards may be granted in a manner consistent with the best interests of the company and its stockholders (which may include providing for compensation that satisfiesis non-deductible due to the deductibility requirements ofdeduction limit under Section 162(m)). However, we have not established a policy whereby all compensation paid to our named executive officers must be fully deductible. Rather, the deductibility of such compensation is one of the factors considered in establishing and implementing our executive compensation programs, along with the need to design compensation programs that appropriately motivate our senior management and our goal to attract and retain key executives by remaining competitive in our pay practices. For example, in 2016, the compensation committee deemed it desirable to retain adequate flexibility in designing compensation programs that motivate executives to achieve extraordinary results. Therefore, the 2016 Executive Incentive Plan was not structured to qualify as performance-based compensation under the Section 162(m) rules and so compensation payable thereunder may not be fully deductible by us in all circumstances.

Accounting Considerations

The company accounts for equity compensation paid to our employees under the FASB ASC Topic No. 718 (“Topic 718”), Compensation - Stock Compensation, which requires us to estimatemeasure the grant date fair value of our equity-based awards and recordrecognize the grant date fair value as an expense over the requisite service period of the equity award. Our cash compensation is

69
EXECUTIVE COMPENSATION


recorded as an expense at the time the obligation is accrued.incurred. The accounting impact of our compensation programs are one of many factors that the compensation committee considers in determining the structure and size of our executive compensation programs.

Compensation Program Risk Review

Our compensation committee has reviewed our compensation policies as generally applicable to our employees and believes that our policies do not encourage excessive or inappropriate risk taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the company.

49
EXECUTIVE COMPENSATION


Compensation Committee Report
The material in this compensation committee report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the company under the Securities Act or the Exchange Act, other than in TiVo’s Annual Report on Form 10-K where it shall be deemed to be furnished, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K contained in this proxy statement. Based on this review and discussion, the compensation committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement for the fiscal year ended December 31, 2016.2018.
Respectfully submitted,
Members of the Compensation Committee
Glenn W. Welling (Chair)(Chair)
Eddy Hartenstein
N. Steven Lucas


Daniel Moloney



5070
SUMMARY COMPENSATION INFORMATIONTABLE


SUMMARY COMPENSATION TABLE
The following table shows the compensation as offor the years ended December 31, 2018, 2017 and 2016 awarded to, earned by or paid to each person who served as our President and Chief Executive Officer in 2018, our Chief Financial Officer, and our three other most highly compensated executive officers, and our former executive officer who would have been a Named Executive but for his termination with the company, each of whom has total 20162018 compensation in excess of $100,000 (“Named Executives”) for the fiscal years set forth in the table below. This information includes the dollar value of base salaries, commissions and bonus awards, the number of shares underlying stock options granted and certain other compensation, whether paid or deferred. We have not granted stock appreciation rights and have not provided long-term compensation benefits other than stock options and restricted stock awards or restricted stock unit awards..
Name and Principal
Position
 Year 
Salary
($)
 
Bonus
($)
 
Stock
Awards ($)
 
Option
Awards
($)
 
Non-Equity
Incentive Plan
Compensation
($)
 
All Other
Compensation
($)
 
Total
($)
(a) (b) (c) (d) (e)(2) (f)(3) (g)(4) (i)(5) (j)
Thomas Carson
President and Chief
Executive Officer
 2016 $625,000   $3,496,695 $1,015,570 $793,750 $10,350 $5,941,365
 2015 $620,833   $4,468,632 $1,917,816 $537,500 $10,350 $7,555,131
 2014 $591,667   $4,222,630 $1,303,884 $552,000 $10,200 $6,680,381
Peter Halt
Chief Financial
Officer
 2016 $413,751   $1,037,037 $228,502 $283,006 $10,350 $1,972,646
 2015 $411,743   $1,489,544 $361,852 $212,875 $10,350 $2,486,364
 2014 $399,125 $60,755 $1,241,950 $222,143 $166,304 $9,084 $2,099,361
Dustin Finer Chief Administrative and Internal Operations Officer (1) 2016 $391,498   $809,052 $126,162 $285,842 $10,787 $1,623,341
Pamela Sergeeff
EVP, General
Counsel & Chief Compliance
Officer
 2016 $355,100   $691,358 $152,338 $283,681 $8,508 $1,490,985
 2015 $351,750   $1,117,158 $226,158 $174,798 $8,508 $1,878,372
 2014 $335,000 $146,156 $1,738,730 $178,680 $115,575 $8,358 $2,522,500
Pete Thompson
EVP and Chief Operating Officer (2)
 2016 $152,936   $1,599,908 $400,016 $127,066 $1,269 $2,281,195
John Burke
EVP and Chief
Operating Officer (3)
 2016 $455,208   $1,152,264 $253,890 $0 $341,680 $2,203,042
 2015 $470,833   $1,994,925 $452,315 $289,275 $12,427 $3,219,775
 2014 $354,545 $66,272 $2,426,490 $444,270 $147,509 $4,016 $3,443,102
Name and Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards ($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
(a)(b)(c)(d)(e)(2)(3)(f)(4)(g)(5)(i)(6)(j)
Raghavendra Rau
Interim President and Chief Executive Officer (1)
2018365,625--1,893,118--522,43250,9602,832,135
        
Enrique Rodriguez Former President and Chief Executive Officer (2)2018419,271--------9,750429,021
2017102,2732,198,00012,195,791----30014,496,364
Peter Halt
Chief Financial Officer
2018413,751--975,804--339,58610,6501,739,791
2017413,751--1,193,260--297,49010,5001,915,001
2016413,751--1,037,037228,502283,00610,3501,972,646
Michael Hawkey
SVP and General Manager
2018400,000--977,968--293,17088,2661,759,404
 






Matt Milne
Chief Revenue Officer
2018444,960--668,865--291,49516,7781,422,098
 






Arvin Patel
EVP and Chief Intellectual Property Officer
2018450,000--668,865--369,3389,0871,497,290
        

(1)On June 16, 2016, Mr. FinerRau was appointed as the company’s Interim President and Chief AdministrativeExecutive on July 5, 2018. Amounts disclosed under “Stock Awards” and Internal Operations Officer effective July 1, 2016.“All Other compensation” include the aggregate grant date fair value of stock awards of $151,555 and cash director fees of $46,413, respectively, received by Mr. Rau for his services as a non-employee director prior to his appointment as the company’s Interim President and Chief Executive Officer.

(2)On August 31, 2016,
Mr. Thompson was appointed Executive ViceRodriguez served as our President and Chief OperatingExecutive Officer from November 13, 2017, until July 5, 2018, the effective September 6, 2016.date of his resignation from the position. The amount disclosed under “Bonus” in 2017 represents cash payments intended to compensate for annual incentive and certain long-term incentive compensation at his former employer that he was forgoing to accept our offer and does not include the additional $1,600,000 cash payment intended to compensate for certain deferred compensation at his former employer that he was forgoing to accept our offer because such amount was repaid by Mr. Rodriguez following the effective date of his resignation as described above in “Compensation Discussion and Analysis - Executive Summary - CEO Transition." The amount disclosed under “Stock Awards” in 2017 represents the grant date fair value of the equity

71
SUMMARY COMPENSATION TABLE


awards granted to Mr. Rodriguez to induce him to accept our offer, measured in accordance with Topic 718, but such equity awards were forfeited as a result of his resignation and as a result Mr. Rodriguez did not vest in such awards or realize any value with respect to such awards. Effective as of Mr. Rau’s appointment as Interim President and Chief Executive Officer on July 5, 2018, Mr. Rodriguez ceased to serve as our President and Chief Executive Officer.

(3)Mr. Burke’s role as Chief Operating Officer ended in September 2016 and he remained in a strategic advisory role until December 2016. The amount shown in the table above does not include severance payment consisting of: (i) up to 12 months of salary continuation having a maximum value of $475,000; (ii) up to 12 months of healthcare benefit continuation having a maximum value of $27,023; and (iii) additional accelerated vesting of stock options having a value of $0 and additional accelerated vesting of restricted stock having a value of $2,645,291.
(4)Amounts disclosed under “Stock Awards” represent the aggregate grant date fair value of all stock awards granted during the year indicated, year, calculatedmeasured in accordance with ASCTopic 718. For a discussion of valuation assumptions used to measure fair value, see Note 12,13, “Equity-based Compensation” inCompensation,” to the Consolidated Financial Statements ofin our 20162018 Annual Report on Form 10-K. As our restricted stock units are not dividend-protected, with respect to restricted stock units granted in 2018 and 2017 subject to only service-based vesting conditions, the grant date fair value of restricted stock units was estimated based on the price of our common stock at the close of trading on the date of grant, reduced by the present value of dividends expected to be paid during the vesting period. With respect to the restricted stock units granted in 2016 that vest subject to either performance or marketonly service-based vesting conditions, the grant date fair value assumes probable outcome of restricted stock units was estimated based on the performance conditions.price of our common stock at the close of trading on the date of grant. In addition, as restricted stock units granted to Mr. Rau in connection with his employment as Interim Chief Executive Officer are subject to a post-vesting restriction on sale, the grant date fair value of Mr. Rau's restricted stock units were further reduced by an illiquidity discount consistent with Topic 718. With respect to restricted stock units granted in 2018 and 2017 subject to market vesting conditions, the grant date fair value was measured using a Monte-Carlo simulation. Assuming that the highest level of performance and market conditionsattainment will be achieved for awards subject to market vesting conditions, the aggregate maximum grant date fair value of awards granted in 2018 would be the following amounts: Mr. Carson - $2,924,865;as follows: Mr. Halt - $822,606;$879,507; Mr. FinerHawkey - $454,912; Ms. Sergeeff$867,361; Mr. Milne - $548,404;$684,757; and Mr. BurkePatel - $914,006. In September 2016,$684,757. These amounts do not necessarily correspond to the performance based restricted stock units granted to Mr. Halt in 2015 and 2016 were converted into time-based restricted stock units; this conversion did not result in a modification under ASC 718.actual value that may be realized by the Named Executives.

(5)(4)Amounts disclosed under “Option Awards” represent the aggregate grant date fair value of all option awards granted during the year indicated, year. These amounts have been calculatedmeasured in accordance with ASC 718, usingTopic 718. For a discussion of assumptions used to measure fair value, see Note 13, “Equity-based Compensation” to the Black-Scholes option-pricing model

51
COMPENSATION INFORMATION


and excluding the effect of estimated forfeitures. These amounts do not necessarily correspond to the actual value that may be recognized from the option awards by the named executive officers. For a discussion of valuation assumptions, see Note 12, “Equity-based Compensation” in the Consolidated Financial Statements of our 2016Consolidated Financial Statements in our 2018 Annual Report on Form 10-K. With respect to options granted in 2016, the grant date fair value was measured using the Black-Scholes-Merton option pricing formula. These amounts do not necessarily correspond to the actual value that may be realized by the named executive officers.

(5)
Amounts disclosed under “Non-Equity Incentive Plan Compensation” represent: (i) for all persons listed other than Mr. Milne, the individual and corporate performance component (and for Mr. Hawkey, the business group performance component) of the annual cash bonuses earned pursuant to the 2018 Executive Incentive Plan for services rendered in 2018, and (ii) for Mr. Milne, his earned compensation under a sales commission plan, the details of which are discussed more fully in the section above entitled “MilneSales Incentive Compensation Plan”. Such bonuses for services rendered in 2018 were paid in 2019.

(6)Amounts disclosed under “Non-Equity Incentive Plan Compensation” represent the individual and corporate performance component of the annual cash bonuses earned pursuant to the Executive Incentive Plan for services rendered in 2016. Such bonuses for services rendered in 2016 were paid in 2017.
(7)Amounts disclosed under “All Other Compensation” consist of: (i) the matching contributions we made on behalf of the Named Executives to our 401(k) plan;plan, (ii) employer paid premiums for life insurance coverage, and(iii) approximately $78,732 in commuting costs for Mr. Burke (iii)Hawkey and (iv) approximately $7,770 in costs, inclusive of a lump sum separation payment of $332,500 representingtax gross-up, related to attendance at the amount of his 2016 target bonus.Sales Excellence Club for Mr. Milne.


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SUMMARY COMPENSATION TABLE


Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended December 31, 20162018 to the Named Executives.
Name 
Grant
Date
 
Approval
Date
 
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)
 
Estimated Future Payouts
Under Equity Incentive Plan
Awards
 
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(2)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise
or Base
Price
of Option
Awards
($/Sh)
 
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(3)
   
Threshold
($)
 
Target
($)(4)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)(5)
 
Maximum
(#)(5)
    
(a) (b)   (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
Thomas Carson N/A N/A   625,000 1,250,000              
 3/1/2016 2/9/2016               98,645 23.440 1,015,570
 3/1/2016 2/9/2016             56,925   0.001 1,334,265
 3/1/2016 2/9/2016         65,057 130,114     0.001 2,162,430
Peter Halt N/A N/A   248,251 496,502              
 3/1/2016 2/9/2016               22,195 23.440 228,502
 3/1/2016 2/9/2016             18,297   0.001 428,863
 3/1/2016 2/9/2016         18,297 36,594     0.001 608,174
Dustin Finer N/A N/A   215,324 430,648              
 3/1/2016 2/9/2016               7,398 23.440 76,164
 7/1/2016 6/16/2016               7,407 15.540 49,998
 3/1/2016 2/9/2016             6,099   0.001 142,954
 7/1/2016 6/16/2016             21,222   0.001 329,769
 3/1/2016 2/9/2016         6,099 12,198     0.001 202,725
 7/1/2016 6/16/2016         6,063 12,126     0.001 133,604
Pamela Sergeeff N/A N/A   195,305 390,610              
 3/1/2016 2/9/2016               14,797 23.440 152,338
 3/1/2016 2/9/2016             12,198   0.001 285,909
 3/1/2016 2/9/2016         12,198 24,396     0.001 405,449
Pete Thompson N/A N/A                    
 10/1/2016 8/16/2016   105,668 211,336         56,497 19.480 400,016
 10/1/2016 8/16/2016             82,135   0.001 1,599,908
John Burke N/A N/A   332,500 665,000              
 3/1/2016 2/9/2016               24,661 23.440 253,890
 3/1/2016 2/9/2016             20,330   0.001 476,515
 3/1/2016 2/9/2016         20,330 40,660     0.001 675,749
Name
Grant
Date
Approval
Date
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards (1)
 
Estimated Future Payouts
Under Equity Incentive Plan
Awards
All Other Stock Awards:
Number of Shares of Stock or Units
(#)(2)
All Other Option Awards:
Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/Sh)
Grant Date Fair Value of Stock and Option Awards
($)(3)
Threshold
($)
Target
($)(4) 
Maximum
($)
 
Threshold
(#)
Target
(#)(5)
Maximum
(#)(5)
(a)(b) (c)
(d) 
(e) (f)(g)(h)(i)(j)(k)(l)
Raghavendra Rau (6)

N/AN/A231,164462,329924,658        
7/1/20185/9/2018       11,896 (7) 0.001151,555
8/1/20187/23/2018       164,609 0.0011,741,563
Enrique Rodriguez (8)             
             
Peter HaltN/AN/A144,813289,626579,252        
8/1/20187/4/2018       53,498 0.001536,050
8/1/20187/4/2018     53,498106,996  0.001439,754
Michael HawkeyN/AN/A95,124190,247380,494        
4/1/20183/8/2018       11,070 0.001130,738
7/1/20186/26/2018       35,316 0.001413,550
7/1/20186/26/2018     35,31670,632  0.001433,680
Matt MilneN/AN/AN/A280,000N/A        
 7/1/20186/26/2018       27,881 0.001326,486
 7/1/20186/26/2018     27,88155,762  0.001342,379
Arvin PatelN/AN/A157,500315,000630,000        
 7/1/20186/26/2018       27,881 0.001326,486
 7/1/20186/26/2018     27,88155,762  0.001342,379

(1)We award the individual and corporate components of cash bonuses pursuant to our 2016 Senior2018 Executive Company Incentive Plan. The 2016 Senior2018 Executive Company Incentive Plan provides for the award of such annual cash bonuses based upon the attainment of: (i) corporate performance based on specified revenue and operating income goals, and (ii) individual performance based upon achievement of pre-established individual objectives.objectives, and (iii) with respect to Mr. Hawkey only, business group performance based on specified revenue and contribution margin goals. The table above reflects the threshold, target and maximum cash bonuses that each Named Executive could earn with respect toearn. Because there is no threshold level for an executive’s individual performance achievement, the amounts shown in the threshold payout column assume that the individual performance threshold equals the threshold for corporate performance goals.performance. The actual amount of the cash bonus attributable to corporate and individual performance (and, with respect to Mr. Hawkey, business group performance) that was earned and paid to each of the Named Executives for fiscal year ended December 31, 20162018 is set forth in the Summary Compensation Table under the column Non-Equity Incentive Plan Compensation.

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COMPENSATION INFORMATION


(2)AllOther than with respect to Messrs. Rau and Patel, all restricted stock units and options granted to the Named Executives in 20162018 were granted under the Rovi Corporation Amended 2008 EIP.Equity Incentive Plan. Restricted stock unit grants made to Messrs. Rau and Patel were granted pursuant to the 2008 TiVo Plan.
(3)RepresentsAmounts disclosed represent the aggregate grant date fair value of each award as computedstock awards granted during the year, measured in accordance with FASB ASC Topic 718. With respectFor a discussion of valuation assumptions used to the restricted stock units granted in 2016 that vest subject to either performance or market conditions, the grant datemeasure fair value, assumes probable outcomesee Note 13, “Equity-based Compensation” in the Consolidated Financial Statements of the performance conditions.our 2018 Annual Report on Form 10-K. As our restricted

73
SUMMARY COMPENSATION TABLE


stock units are not dividend-protected, with respect to restricted stock units subject to only service-based vesting conditions, the grant date fair value of restricted stock units was estimated based on the price of our common stock at the close of trading on the date of grant, reduced by the present value of dividends expected to be paid during the vesting period. In addition, as restricted stock units granted to Mr. Rau in connection with his employment as Interim Chief Executive Officer are subject to a post-vesting restriction on sale, the grant date fair value of Mr. Rau's restricted stock units were further reduced by an illiquidity discount. With respect to restricted stock units granted in 2018 subject to market vesting conditions, the grant date fair value was measured using a Monte-Carlo simulation.

(4)AmountsOther than Mr. Milne, amounts represent the target payout with respect to corporate performance under the 2016 Senior2018 Executive Company Incentive Plan assuming 100% achievement of target. Amounts for Mr. Milne represent the total commission target for 2018 pursuant to his Commission Plan.

(5)Represents the target and maximum number of shares that may be earned under the performance and market-based restricted stock units granted to Named Executives in 2016 under2018 subject to market vesting conditions pursuant to the Rovi Corporation Amended 2008 Equity Incentive Plan, other than with respect to Mr. Patel and Mr. Rau, which were granted pursuant to the 2008 EIP.TiVo Plan.

(6)Mr. Rau’s bonus calculations under our 2018 Executive Incentive Plan reflect pro ration of such base salary and related bonus amounts to reflect the portion of 2018 during which Mr. Rau served as Interim Chief Executive Officer.

(7)Represents restricted stock award received by Mr. Rau for his services as a director prior to his appointment as an interim Chief Executive Officer.
(8)As a result of Mr. Rodriguez’s resignation effective July 5, 2018, he did not receive any awards and was not eligible to earn a bonus under our 2018 Executive Incentive Plan.

Discussion of Summary Compensation and Plan-Based Awards Tables

Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards table was paid or awarded, are described above under “Compensation Discussion and Analysis.” A summary of certain material terms of our continuing compensation plans and arrangements is set forth below.
Employment Agreements with Named Executives

Mr. CarsonRau. . In December 2011,July 2018, we appointed Mr. CarsonRau as the company’s Interim President and Chief Executive Officer. On December 14, 2011July 23, 2018, we entered into an offer letter agreement with Mr. CarsonRau under which he is entitled to an annual base salary, currently set at $625,000 and unchanged from 2015,$750,000, and is eligible to participate in the company’s Senior Executive Company Incentive Plan (the “EIP”“SECIP”) with a cash bonus target equal to 100%125% of his base salary and a maximum payout of up to two times the target amount, pro rated for the time period during which he holds the Interim President and Chief Executive Officer position. The cash portion of Mr. Rau’s director compensation will not be paid with respect to such percentagetime period. In connection with his appointment, the company also granted Mr. Rau, on August 1, 2018, a restricted stock unit award in the amount of 164,609 shares, with a grant date target value of approximately $2,000,000. The restricted stock unit award is subject to a quarterly vesting schedule, with one-fourth (1/4th) of the units vesting each three months after the grant date. Except pursuant to acceleration upon certain change in

74
SUMMARY COMPENSATION TABLE


control events or certain termination events (the terms of such acceleration provisions are described under “Potential Payments upon Termination or Change of Control”), the vesting of the restricted stock unit award is conditioned in each yearcase on Mr. Rau remaining in employment as determined bythe Interim CEO of the company through the applicable vesting date. The restricted stock unit award was granted pursuant to the 2008 TiVo Plan. The restricted stock award provides that Mr. Rau not publicly resell any shares underlying the award during his tenure as the CEO of the company. In light of the interim nature of Mr. Rau’s role, he will be reimbursed for his travel and housing expenses in travelling from his home and working at the company’s compensation committee and certain equity awards that are now fully vested. Also in December 2011, the companySan Jose offices. Mr. Rau also entered into an Amended and Restated Executive Severance and Arbitration Agreement with Mr. Carson, which supersedes and replaces Mr. Carson’s previous executive severance and arbitration agreement,the company, the terms of which are described under “Potential Payments upon Termination or Change of Control.”
In December 2018, we amended Mr. Finer. In June 2016, we appointed Mr. FinerRau’s compensation and related employment arrangements in connection with the extension of his tenure as ourthe company’s Interim President and Chief Administrative and Internal OperationsExecutive Officer. Under the terms of the amended arrangements, Mr. Finer’sRau’s annual base salary, eligibility to participate in the Senior Executive Company Incentive Plan and, except as described below, eligibility to receive company benefits, remain the same as provided under his original offer letter and Mr. Rau will continue to be reimbursed for his travel and housing expenses in travelling from his home and working at the company’s San Jose offices. During this extension of his employment period, the cash portion of Mr. Rau’s director compensation will not be paid with respect to such time period. The company granted, on January 2, 2019, an additional restricted stock unit award of 212,539 shares, with a grant date target value of approximately $2,000,000. The restricted stock unit award is subject to a quarterly vesting schedule, with one-fourth (1/4th) of the units vesting each three months after the grant date. Except pursuant to acceleration upon certain change in control events or certain termination events (the terms of such acceleration provisions are described under “Potential Payments upon Termination or Change of Control”), the vesting of the restricted stock unit award is conditioned in each case on Mr. Rau remaining in employment as the Interim President and CEO of the company through the applicable vesting date. The restricted stock unit award was granted pursuant to the Rovi Corporation Amended 2008 Equity Incentive Plan. The restricted stock award provides that Mr. Rau not publicly resell any shares underlying the award during his tenure as the Interim President and CEO of the company. In the event the company terminates Mr. Rau’s employment during 2019 without Cause (as defined in the Amended Severance Agreement (defined below)) or Mr. Rau resigns his employment with the company during 2019 because (i) the company hires a new CEO or (ii) a Change in Control (as defined in the Amended Severance Agreement) occurs, then subject to certain obligations required of Mr. Rau, including the execution, delivery and non-revocation of a release of claims against the company, Mr. Rau will be eligible for a payment equal to a pro rated bonus under the SECIP reflecting the portion of the 2019 fiscal year during which he served as Interim CEO, subject to a minimum payment of 50% of his target 2019 bonus (assuming full performance but no over-performance), to be paid subject to standard deductions and withholdings on the 60th day following his Separation from Service (as defined in the Amended Severance Agreement). In the event Mr. Rau’s employment ends for any reason during 2019, then subject to his timely election of continued health insurance coverage under COBRA, and subject to certain obligations required of Mr. Rau, including the execution, delivery and non-revocation of a release of claims against the company, the company will pay Mr. Rau’s COBRA premiums through the earlier of (i) December 31, 2019 or (ii) the date Mr. Rau becomes eligible for health insurance coverage through a new employer.
The company also entered into an Amended and Restated Executive Severance and Arbitration Agreement (the “Amended Severance Agreement”) with Mr. Rau dated December

75
SUMMARY COMPENSATION TABLE


27, 2018. The Amended Severance Agreement provides, among other things, for payments to Mr. Rau under certain conditions as follows:

If, at any time, the company terminates Mr. Rau’s employment without Cause and other than as a result of Mr. Rau’s death or Disability (a “Qualifying Termination”), then subject to certain obligations required of Mr. Rau, including the execution, delivery and non-revocation of a release of claims against the company: (i) the company will accelerate the vesting of the 2019 RSU and the restricted stock unit award granted to Mr. Rau in August 2018 in connection with his appointment as the company’s Interim President and Chief Executive Officer (the “2018 RSU”) (if either award is outstanding and unvested as of the date of termination), with such acceleration to be effective as of the 90th day following the termination date.

If, during 2019, the company hires a new CEO and Mr. Rau voluntarily chooses to resign his employment in connection with that hiring, then subject to certain obligations required of Mr. Rau, including the execution, delivery and non-revocation of a release of claims against the company, Mr. Rau will be entitled to receive fully accelerated vesting of the 2018 RSU and the 2019 RSU (if outstanding and unvested as of the date of such termination), with such acceleration to be effective as of the 90th day following Mr. Rau’s Separation from Service.

In the event Mr. Rau experiences a Qualifying Termination either one (1) month prior to or one (1) year following the effective date of a Change in Control, then subject to certain obligations required of Mr. Rau, including the execution, delivery and non-revocation of a release of claims against the company, Mr. Rau will be eligible to receive severance in an amount equal to one (1) year of Mr. Rau’s then-current base salary, to be paid in a lump sum, subject to standard deductions and withholdings, on the 60th day following Mr. Rau’s Separation from Service.

In the event that a Change in Control of the company occurs and either the 2018 RSU and/or the 2019 RSU (if either award is outstanding and unvested as of the date of such Change in Control) is not assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or substituted for by a similar award covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares, then effective and contingent upon such Change in Control occurring, Mr. Rau shall be entitled to receive fully accelerated vesting of such restricted stock unit awards, as applicable.

Mr. Rodriguez. In November 2017, we appointed Mr. Rodriguez as the company’s President and Chief Executive Officer. On November 5, 2017 we entered into an offer letter agreement with Mr. Rodriguez under which, he was entitled to an annual base salary currently set at $391,498,of $750,000 and iswas eligible to participate in the company’s EIPExecutive Incentive Plan (the “SECIP”) with a cash bonus target equal to 55%125% of his base salary, with such percentage subject to change each year as determined by the company’s compensation committee. In connection with this appointment, on JulyDecember 1, 2016,2017, we granted Mr. Finer: (i) options to purchase 7,407 shares of our common stock, havingRodriguez a term of seven years and vesting over four years, with 25% vesting on the one-year anniversary of the grant date and the remaining vesting monthly thereafter, (ii) aperformance-based restricted stock unit award in the amount of 6,063800,000 shares, which will vest over four (4) years with 25% vesting on eacha target number of shares subject to the annual anniversariesaward of 400,000 shares (the “Target Number of Shares”) and the grant date, (iii) a performance based restricted stock unit award in the amount of 6,063 shares which are eligibleability to vest afterin up to twice the third anniversaryTarget Number of Shares based on (i) achievement of certain average annual total stockholder return targets (15%, 22.5%, and 30%), or (ii) achievement of certain company stock price targets ($28, $34, and $40), over the grantperiod between Mr. Rodriguez’s start date and December 31, 2020. Pursuant to the numberoffer letter agreement, in order to incent him to accept the company’s offer and subject to his continued employment with the company, Mr. Rodriguez also received various awards and payments in consideration of Performance-Based restricted stock unitsvarious cash compensation and equity awards at his former employer that vest shall be based on the achievement of the following two factors, each weighted equally: (a) a three-year relative TSR Factor and (b) three-year revenue CAGR/Margin Factor, and (iv) a restricted stock unit award in the amount of 15,159 shares which will vest over four (4) years with 50% vesting on the second anniversary of the grant date and 25% vesting on each of the third and fourth year anniversary of the grant date. Mr. Finer alsoRodriguez had forgone, as well as certain expenses that he incurred. In addition, Mr. Rodriguez was offered an existing Executive Severance and

76
SUMMARY COMPENSATION TABLE


Arbitration Agreement, the terms of which are described under “Potential Payments upon Termination or Change of Control.” Mr. Rodriguez resigned as the company’s President and Chief Executive Officer on July 5, 2018 and no payments were made to Mr. Rodriguez under the Executive Severance and Arbitration Agreement.
Mr. Halt. In May 2012, we appointed Mr. Halt as our Chief Financial Officer, effective May 19, 2012.Officer. Under the terms of Mr. Halt’s employment, he is entitled to an annual base salary, currently set at $413,751, and is eligible to participate in the company’s EIPSECIP with a cash bonus target currently equal to 60%70% of his base salary, with such percentage subject to change each year as determined by the company’s compensation committee and certain equity awards that are now fully vested.committee. Also, Mr. Halt was offered an Executive Severance and Arbitration Agreement, the terms of which are described under “Potential Payments upon Termination or Change of Control.”
Ms. SergeeffMr. Hawkey. . In December 2013,2015, we appointed Ms. SergeeffMr. Hawkey as our ExecutiveSenior Vice President and General Counsel and Chief Compliance Officer, effective December 7, 2013.Manager, User Experience. Under the terms of Ms. Sergeeff’sMr. Hawkey’s employment, with the company, shehe is entitled to an annual base salary, currently set at $355,100,$400,000, and is eligible to participate in the company’s EIPSECIP with a cash bonus target currently equal to 55% of her base salary, with such percentage subject to change each year as determined by the company’s compensation committee. Ms. Sergeeff was also offered an Executive Severance and Arbitration Agreement, the terms of which are described under “Potential Payments upon Termination or Change of Control.”
Mr. Thompson. In August 2016, we appointed Mr. Thompson as our Executive Vice President and Chief Operating Officer, effective September 6, 2016. Under the terms of Mr. Thompson’s employment with the company, he is entitled to an annual base salary,

53
COMPENSATION INFORMATION


currently set at $475,000, and is eligible to participate in the company’s EIP (prorated for 2016) with a cash bonus target equal to 70% of his base salary, with such percentage subject to change each year as determined by the company’s compensation committee. On October 1, 2016, we granted Mr. Thompson: (i) options to purchase 56,497 shares of our common stock, having a term of seven years and vesting over four years, with 25% vesting on the one-year anniversary of the grant date and the remaining vesting monthly thereafter and (ii) a restricted stock award in the amount of 82,135 shares which will vest over four (4) years with 25% vesting on each of the annual anniversaries of the grant date. Also, Mr. ThompsonHawkey was offered an Executive Severance and Arbitration Agreement, the terms of which are described under “Potential Payments upon Termination or Change of Control.”
Mr. BurkeMilne.. In March 2014,January 2017, we hired and appointed Mr. BurkeMilne as our Executive Vice President and Chief OperatingRevenue Officer. Under the terms of Mr. Burke’sMilne’s employment, he is entitled to an annual base salary, currently set at $475,000,$444,960, and is eligible to participateparticipates in the company’s EIPCommission Plan with a cash bonustotal commission target equal to 70% of his base salary, with such percentage subject to change each year as determined by the company’s compensation committee. On May 1, 2014 we granted Mr. Burke two restricted stock awards: (i) the first in the amount of 55,000 shares which will vest over four (4) years with 25% vesting on each of the annual anniversaries of the grant date, and (ii) the second restricted stock award in the amount of 55,000 shares that will vest over a period of up to three years based on the achievement of total annual (measured on a calendar year basis) Non-GAAP operating profit performance metrics. On April 1, 2014 we granted Mr. Burke options to purchase 50,000 shares of our common stock, having a term of seven yearsspecified revenue quotas and vesting over four years, with 25% vesting on the one-year anniversary of the grant date and the remaining vesting monthly thereafter.quotas for new sales contracts. Also, Mr. BurkeMilne was offered an Executive Severance and Arbitration Agreement, the terms of which are described under “Potential Payments upon Termination or Change of Control.” On
Mr. Patel. In August 26, 2016,2017, we appointed Mr. Patel as our Executive Vice President and Chief Intellectual Property Officer. Under the companyterms of Mr. Patel’s employment, he is entitled to an annual base salary, currently set at $450,000, and John Burke agreed that Mr. Burke would no longer serve asis eligible to participate in the company’s Chief Operating Officer effective September 6, 2016.SECIP with a cash bonus target currently equal to 70% of his base salary, with such percentage subject to change each year as determined by the company’s compensation committee. Also, Mr. Burke continued to work in a strategic advisory capacity until December 31, 2016 to provide a seamless transitionPatel was offered an Executive Severance and assistArbitration Agreement, the Company in the initial stagesterms of integrationwhich are described under “Potential Payments upon Termination or Change of the TiVo acquisition.Control.”
2016 Senior2018 Executive Company Incentive Plan Cash Awards. Our 2016 Senior2018 Executive Incentive Plan provides for annual cash bonus award opportunities to reward executive officers for performance in the prior fiscal year. For more information regarding our 2016 Senior2018 Executive Incentive Plan, please see the section entitled “20162018 Short-Term Incentive Compensation Decisions” in the Compensation Discussion and Analysis above.
20162018 Equity Incentive Awards. During 2016,2018, the Named Executives received option grants and restricted stock unit awards under the Rovi Corporation Amended 2008 EIP. All such option grantsEquity Incentive Plan, other than with respect to Messrs. Rau and Patel, which restricted stock units were at exercise prices equalgranted pursuant to the fair market value of our common stock on2008 TiVo Plan. Other than with respect to Mr. Rau, the grant dates. All of these options vest over a four-year period after grant, subject to the Named Executive’s continued employment with the company. All options granted to the Named Executives in 2016 expire seven years from the grant date, unless the participant’s employment with the company terminates before the end of such seven-year period. The restricted stock unit awards granted to the Named Executive Officers in 20162018 consisted of awards that vest over a four-year period and awards that vest upon specified performance goals, as further described under “20162018 Long-Term Incentive Compensation Decisions in the Compensation Discussion and Analysis” section above.

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SUMMARY COMPENSATION TABLE


Executive Severance and Arbitration AgreementsPlan. OurCertain of our Named Executives have entered into executive severance and arbitration agreementsare participants in our Executive Severance Plan as described under “Potential Payments upon Termination or Change of Control.”

54
COMPENSATION INFORMATION


Executive Retention Plan. Certain of our Named Executives are participants in our Executive Retention Plan as described under “Potential Payments upon Termination or Change of Control.”
Outstanding Equity Awards

The following table sets forth certain information with respect to outstanding equity awards held by the Named Executives as of December 31, 2016.2018.
 Option Awards Stock Awards
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Thomas Carson 29,172     $33.43 3/1/2017 193,675 (15) $4,047,808 44,413 $928,232
 39,272     $36.74 4/1/2017     85,000 $1,776,500
 40,000     $54.10 3/1/2018     84,000 (21) $1,755,600
 300,000     $24.56 1/3/2019     65,057 (22) $1,359,691
 92,812 42,188 (1)   $24.84 3/1/2021        
 92,750 119,250 (2)   $24.88 3/1/2022        
   98,645 (3)   $23.44 3/1/2023        
Peter Halt 75,000     $23.48 6/1/2019 99,135 (16) $2,071,922 19,034 $397,811
 15,812 7,188 (4)   $24.84 3/1/2021     25,000 $522,500
 17,500 22,500 (5)   $24.88 3/1/2022        
   22,195 (6)   $23.44 3/1/2023        
Dustin Finer 60,000     $23.48 6/1/2019 73,946 (17) $1,545,471 19,034 $397,811
 15,812 7,188 (7)   $24.84 3/1/2021     25,000 $522,500
 10,937 14,063 (8)   $24.88 3/1/2022     21,000 (21) $438,900
   7,398 (9)   $23.44 3/1/2023     6,099 (22) $127,469
   7,407 (10)   $15.54 7/1/2023     6,063 (22) $126,717
Pamela Sergeeff 12,718 5,782 (11)   $24.84 3/1/2021 55,448 (18) $1,158,863 20,000 $418,000
 10,937 14,063 (12)   $24.88 3/1/2022     21,000 (21) $438,900
   14,797 (13)   $23.44 3/1/2023     12,198 (22) $254,938
Pete Thompson   56,497 (14)   $19.48 10/1/2023 82,135 (19) $1,716,622    
John Burke (20) 50,000     $23.58 3/16/2017        
 50,000     $24.88 3/1/2022        
 24,661     $23.44 3/1/2023        
 Option Awards Stock Awards
NameNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#)Market Value of Shares or Units of Stock That Have Not Vested ($)Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Raghavendra Rau     123,457(1)1,161,730  
Enrique Rodriguez (2)         
Peter Halt75,000  23.486/1/201998,819 (5)929,88732,172(6)302,739
23,000  24.843/1/2021  53,498(7)503,416
37,5002,500 (3) 24.883/1/2022    
15,2596,936 (4) 23.443/1/2023    
Michael Hawkey     72,636(8)683,50535,316(7)332,324
         
Matt Milne75,000  33.192/1/201971,631(9)674,04827,881(7)262,360
14,000  24.843/1/2021    
Arvin Patel      75,922(10)714,42610,000(6)94,100
       27,881(7)262,360

(1)Of theThese shares underlying unvested options, approximately 2,813 will vest as follows: 41,152 shares on the 1st of each month through MarchFebruary 1, 2018.2019; 41,152 shares on May 1, 2019; and 41,153 shares on August 1, 2019.
(2)Of the shares underlying unvested options, approximately 4,417 will vest on the 1stAll awards to Mr. Rodriguez were canceled as of each month through March 1, 2019.his resignation effective July 5, 2018.
(3)
Of the shares underlying unvested options, approximately 24,662 will vest on March 1, 2017 and 2,055833 will vest on the 1st1st of each month through March 1, 2020.2019.
(4)Of the shares underlying unvested options, approximately 480 will vest on the 1st of each month through March 1, 2018.
(5)Of the shares underlying unvested options, approximately 833 will vest on the 1st of each month through March 1, 2019.
(6)Of the shares underlying unvested options, approximately 5,549 will vest on March 1, 2017 and 462 will vest on the 1st of each month through March 1, 2020.
(7)(5)Of theThese shares underlying unvested options, approximately 480 will vest as follows: 16,617 shares on the 1st of each month through March 1, 2018.2019; 8,043 shares on July 1, 2019; 13,374 shares on August 1, 2019; 4,575 shares on March 1, 2020; 8,043 shares on July 1, 2020; 13,375 shares on August 1, 2020; 8,043 shares on July 1, 2021; 13,374 shares on August 1, 2021; and 13,375 shares on August 1, 2022.

5578
SUMMARY COMPENSATION INFORMATIONTABLE


(8)Of the shares underlying unvested options, approximately 521 will vest on the 1st of each month through March 1, 2019.
(9)Of the shares underlying unvested options, approximately 1,850 will vest on March 1, 2017 and 154 will vest on the 1st of each month through March 1, 2020.
(10)Of the shares underlying unvested options, approximately 1,852 will vest on July 1, 2017 and 154 will vest on the 1st of each month through July 1, 2020.
(11)Of the shares underlying unvested options, approximately 386 will vest on the 1st of each month through March 1, 2018.
(12)Of the shares underlying unvested options, approximately 521 will vest on the 1st of each month through March 1, 2019.
(13)Of the shares underlying unvested options, approximately 3,700 will vest on March 1, 2017 and 308 will vest on the 1st of each month through March 1, 2020.
(14)Of the shares underlying unvested options, approximately 14,125 will vest on October 1, 2017 and 1,177 will vest on the 1st of each month through October 1, 2020.
(15)These shares vest as follows: 87,731 shares on March 1, 2017, 56,481 shares on March 1, 2018; 35,231 shares on March 1, 2019 and 14,232 shares on March 1, 2020.
(16)These shares vest as follows: 48,159 shares on March 1, 2017, 29,784 shares on March 1, 2018; 16,617 shares on March 1, 2019 and 4,575 shares on March 1, 2020.
(17)These shares vest as follows: 31,399 shares on March 1, 2017, 1,515 shares on July 1, 2017, 13,025 shares on March 1, 2018; 9,096 shares on July 1, 2018, 6,775 shares on March 1, 2019, 5,306 shares on July 1, 2019, 1,525 shares on March 1, 2020 and 5,305 shares on July 1, 2020.
18)These shares vest as follows: 23,299 shares on March 1, 2017, 20,800 shares on March 1, 2018; 8,299 shares on March 1, 2019, and 3,050 shares on March 1, 2020.
(19)These shares vest as follows: 20,533 shares on October 1, 2017, 20,534 shares on October 1, 2018, 20,534 shares on October 1, 2019 and 20,534 shares on October 1, 2020.
(20)All stock awards held by Mr. Burke as of his date of termination were immediately vested and became exercisable.
(21)(6)These shares are eligible to vest on March 1, 2018,2020 based on the achievement of the following two factors weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee and (ii) three-year revenue compound annual growth rate and margin targets.committee.

(22)(7)These shares are eligible to vest on March 1, 2019,2021 based on the achievement of the following two factors weighted equally: (i) a three-year relative TSR metric of percentile ranking against a peer group established by our compensation committee and (ii) three-year revenue compound annual growth rate and margin targets.committee.

56
(8)These shares vest as follows: 2,500 shares on March 1, 2019; 2,767 shares on April 1, 2019; 13,829 shares on July 1, 2019; 6,250 shares on September 1, 2019; 2,500 shares on March 1, 2020; 2,768 shares on April 1, 2020; 13,829 shares on July 1, 2020; 2,767 shares on April 1, 2021; 13,829 shares on July 1, 2021; 2,768 shares on April 1, 2022; and 8,829 shares on July 1, 2022.    

COMPENSATION INFORMATION(9)These shares vest as follows: 1,250 shares on February 1, 2019; 9,000 shares on March 1, 2019; 1,125 shares on April 1, 2019; 12,970 shares on July 1, 2019; 1,250 shares on February 1, 2020; 7,000 shares on March 1, 2020; 1,125 shares on April 1, 2020; 12,970 shares on July 1, 2020; 5,000 shares on March 1, 2021; 12,970 shares on July 1, 2021; and 6,971 shares on July 1, 2022.

(10)These shares vest as follows: 6,970 shares on July 1, 2019; 16,014 shares on August 1, 2019; 6,970 shares on July 1, 2020; 16,013 shares on August 1, 2020; 6,970 shares on July 1, 2021; 16,014 shares on August 1, 2021; and 6,971 shares on July 1, 2022.

Option Exercises and Stock Vested

The following table shows for the fiscal year ended December 31, 20162018 certain information regarding option exercises and stock awards accruedacquired on vesting during the last fiscal year2018 with respect to the Named Executives:
  Option Awards Stock Awards
Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($)(2)
(a) (b) (c) (d) (e)
Thomas Carson — — 161,979 $3,627,126
Peter Halt — — 58,497 $1,313,695
Dustin Finer — — 50,520 $1,144,638
Pamela Sergeeff — — 22,407 $525,198
Pete Thompson — — — —
John Burke — — 192,935 $3,891,994
  Option Awards Stock Awards
Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($)(2)
(a) (b) (c) (d) (e)
Raghavendra Rau -- -- 41,152 486,375
Enrique Rodriguez -- -- -- --
Peter Halt -- -- 37,827 545,965
Michael Hawkey -- -- 20,121 269,886
Matt Milne -- -- 21,125 300,660
Arvin Patel -- -- 16,103 188,137

(1)Represents the vesting of restricted stock.
(2)The value realized is based uponon the closing market price of our common stock on the vestingvest date multiplied by the number of shares of restricted stock or restricted stock units vested, less the par value of the stock issued.

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SUMMARY COMPENSATION TABLE


Potential Payments upon Termination or Change of Control

We entered into an executive severance and arbitration agreements with: (i)agreement with Mr. HaltRau effective July 23, 2018 (see Exhibit 10.2 to the company’s Current Report on Form 8-K filed with the SEC on July 27, 2018), and we amended and restated such agreement effective December 27, 2018 (see Exhibit 10.2 to the company’s Current Report on Form 8-K filed with the SEC on January 2, 2019). Under the amended and restated agreement, in the event of a change in control of TiVo in which Mr. Rau’s restricted stock units granted to him in connection with his appointment as Interim President and Chief FinancialExecutive Officer and Ms. Sergeeffthe extension thereof (the “Rau RSUs”) are not assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or substituted for by a similar award covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares, then effective and contingent upon such change in control occurring, Mr. Rau shall be entitled to receive fully accelerated vesting of the Rau RSUs. Further, in the event the company terminates Mr. Rau’s employment without cause and other than as a result of Mr. Rau’s death or disability within one month prior to or one year following a change of control, then subject to certain obligations required of Mr. Rau, including the execution, delivery and non-revocation of a release of claims against the company, then effective as of the 60th day following Mr. Rau’s termination, Mr. Rau will be eligible to receive severance in an amount equal to one year of his then-current base salary and to receive fully accelerated vesting of the Rau RSUs.

We entered into an offer letter and an executive severance and arbitration agreement with Mr. Rodriguez in connection with herhis appointment as Executive Vice President and General CounselChief Executive Officer, on November 13, 2017 (see Exhibits 10.1 and 10.2, respectively, to the company’s Current Report on Form 8-K filed with the SEC on November 13, 2017). The agreement provided, among other things, for severance payments to Mr. Rodriguez under certain conditions, none of which were satisfied in light of Mr. Rodriguez’s resignation on July 5, 2018.
We have also entered into executive severance and arbitration agreements with each of Messrs. Halt, Hawkey, Milne and Patel (see Exhibit 10.22 to the company’s Annual Report on Form 10-K filed with the SEC on February 12, 2014); (ii) Mr. Thompson with his appointment as Executive Vice President and Chief Operating Officer and (iii) Mr. Finer with his appointment as Chief Administrative and Internal Operations Officer.27, 2018). Under the agreements, in the event of a change in control of TiVo, each of these executives is entitled to receive minimum severance payments in the form of up to twelve months of salary continuation calculated on base salary (excluding bonus) upon termination of employment by the company for any reason other than cause or by the executive with good reason within 90 days prior or 12 months following a change in control of the company. In addition, upon such event all unvested stock awards held by these executives shall become immediately vested. The only severance payments payable to these executives are those that require (1) a change in control of TiVo and (2) the executive’s termination of employment by the company without cause or by the executive with good reason. The executives are also entitled to receive all welfare benefits we have provided to them immediately prior to a change in control during the period we are obligated to make their severance payments, or if sooner, until the executive is entitled to welfare benefits from any entity employing the executive after the executive’s employment with the company terminates. The executive’s right to receive benefits under these agreements, including the executive’s right to exercise any options that have accelerated under these agreements, will cease if the executive accepts employment with one of our competitors. In addition, the executive agrees not to solicit, for one year following termination, any employee of ours to work for another business.
We entered intoIn July 2017, we approved an Executive Severance Plan (the “2017 Plan”) for certain company executive severancevice presidents and arbitration agreement withsenior vice presidents designated by the compensation committee, including the following Named Executives: (i) Mr. Burke in March 2014, in connection with his employment with TiVo (see Exhibit 10.2 toHalt, (ii) Mr. Hawkey, (iii) Mr. Milne and (iv) Mr. Patel. Under the company’s Current Report on Form 8-K filed withterms of the SEC on March 13, 2014). The agreement provides, among other things, that if, at any time, the company terminates Mr. Burke’s employment without cause, and other than as a result of Mr. Burke’s death or disability, or Mr. Burke resigns for good reason, then: (i) the company shall continue to pay Mr. Burke at his regular base pay and shall provide certain welfare benefits for a period of 12 months immediately following the2017 Plan, upon termination of employment; and (ii) the company shall pay Mr. Burke an amount equal to Mr. Burke’s target bonus (assuming full performance, but no over-performance, of targets, and for clarity excluding any discretionary bonuses) pro-rata for the amount of time employed during the year in which Mr. Burke’s termination occurs, payable in a lump-sum, less applicable deductions and withholdings, on the 60th day following his termination date. Additionally, in the event that a change in control of the company occurs and, within the period beginning ninety (90) days before the date of the change in control and ending 12 months thereafter, Mr. Burke’s employment either is terminated by the company withoutfor any reason other than cause or Mr. Burke voluntarily terminates his employment withby the company2017 Plan participant with good reason then, in addition to the severance benefits discussed above,(each, a “Termination Event”), each designated executive vice president (including Mr. Burke will also receive the following additional severance benefits: (i) all stock awards held by Mr. Burke as of the date of termination will immediately vest and become fully exercisable; and (ii) the company shall pay Mr. Burke an amount equal to Mr. Burke’s target bonus (assuming full performance, but no over-performance, of targets, and for clarity excluding any discretionary bonuses) for the remainder of the year in which Mr. Burke’s termination occurs (to the extent such pro rataHalt

5780
SUMMARY COMPENSATION INFORMATIONTABLE


bonusand Mr. Patel) is entitled to receive up to twelve (12) months of base salary (excluding bonus) and each designated senior vice president (including Mr. Hawkey and Mr. Milne) is entitled to receive up to six (6) months of base salary (excluding bonus), along with certain health and outplacement severance benefits, subject in each case to offset of benefits provided under any then-existing change in control severance agreements. If the above severance benefit is less than the entire year), payable in a lump-sum, less applicable deductions and withholdings, on the 60th day following his termination date. If Mr. Burke2017 Plan participant commences new employment with compensation that is substantially comparable to such severance pay within the 12-monthtime period followingin which benefits are payable under the termination date, Mr. Burke’s2017 Plan, the salary, continuationhealth and welfareoutplacement severance benefits shall cease on the later of (i) the date six months afteron which 50% of the termination of employment with the companyseverance pay has been paid or (ii) the date Mr. Burkeon which the Plan participant commences new employment. PaymentIn addition to the 2017 Plan benefits, upon a Termination Event, (i) the vesting of non-performance-based equity awards held by the severancedesignated executive will be accelerated by twelve (12) months and (ii) performance-based equity awards held by the designated executive will vest, if the Termination Event occurs within the last twelve (12) months of a given performance-based award’s performance period, if and to the extent that the performance criteria are achieved for the entire performance period of such original award. A 2017 Plan participant’s right to receive benefits under the 2017 Plan is conditioned, among other things, on Mr. Burke deliveringthe participant (i) timely executing an effective general release of claims in favor of the company.

We originally entered into an executive severance and arbitration agreement with Mr. Carson in December 2009 to replace his employment agreement and align his benefits with those of the Named Executives other than the chief executive officer. In connection with Mr. Carson’s appointment as President and Chief Executive Officer, on December 14, 2011,against the company entered into an amended and restated executive severance and arbitration agreement with Mr. Carson (see Exhibit 10.2 to the company’s Current Report on Form 8-K filed with the SEC on December 16, 2011). The agreement provides, among other things, that if, at any time, the company terminates Mr. Carson’s employment without cause, and other than as a result of Mr. Carson’s death or disability, or Mr. Carson resigns for good reason, then: (i) the company shall continue to pay Mr. Carson at his regular base pay and shall provide certain welfare benefits for a period of 12 months immediately following the termination of employment;Termination Event, and (ii) agreeing not to solicit, for two years following the company shall pay Mr. Carson an amount equal to Mr. Carson’s target bonus (assuming full performance, but no over-performance, of targets, and for clarity excludingTermination Event, any discretionary bonuses) for the year in which Mr. Carson’s termination occurs, payable in a lump-sum, less applicable deductions and withholdings, on the 60th day following his termination date; and (iii) stock awards (other than performance-based awards and future grants of similar performance-based vesting shares) held by Mr. Carson as of the date of termination will immediately vest and become exercisable as to the number of shares that would have vested in accordance with the applicable vesting schedule as if Mr. Carson had been in service for an additional twelve months after the termination date. Additionally, in the event that a change in controlemployee of the company occurs and, within the period beginning 90 days before the dateto work for another business.
In addition, in May 2018, to provide continuity of key members of the change in controlmanagement team and ending 12 months thereafter, Mr. Carson’s employment either is terminatedaddress the elevated risk of executive retention associated with the ongoing strategic alternatives process being undertaken by the management team and the Board, the compensation committee approved an Executive Retention Plan for certain company executives as designated by the compensation committee, including Messrs. Hawkey, Milne and Patel. The plan provides for a cash retention award of $750,000 to each of Messrs. Hawkey, Milne and Patel if the officer remains employed by the company without cause or Mr. Carson voluntarily terminates his employment with the company with good reason: (i) the company shall pay Mr. Carson the severance benefits discussed above; provided, that if Mr. Carson commences within such 12 month period new employment with compensation that is substantially comparable to such severance pay, Mr. Carson’s salary continuation and welfare benefits shall cease on the later of the date six months after the termination of employment with the company or the date Mr. Carson commences new employment; and (ii) all stock awards held by Mr. Carson as of the date of termination will immediately vest and become exercisable. Payment of the severance benefits is conditioned, among other things, on Mr. Carson delivering an effective, general release of claims in favor of the company and on his resignation from the company’s Board of Directors.
UnderDecember 31, 2019. However, under the terms of the company’s executive severance and arbitration agreements with Messrs. Carson, Burke, Halt, Finer and Thompson and Ms. Sergeeff, a change in control occurs inplan, if the event continuing directors (as defined in such agreements) cease to constitute at least a majority of the Board of Directors. However, the occurrence of a change in control under such agreements does not, by itself, trigger any payments. Such payments are only payable if, in addition to the change in control, the executiveofficer is terminated by the company without cause or the executive voluntarily terminates employment withofficer resigns for good reason before May 9, 2019, and the officer has remained actively employed in good standing through such termination date, such officer shall be paid 66% of such officer’s cash retention award. If the officer is terminated by the company withwithout cause or the officer resigns for good reason within the time periods specified inafter May 9, 2019, such agreements. Notwithstanding the foregoing, in connection with the TiVo Acquisition,officer shall be paid all then-existing named executive officers other than Mr. Halt and Mr. Burke agreedof such officer’s cash retention award provided that such acquisition would not constitute a changeofficer executes an effective release of claims against the company. If an officer (a) voluntarily resigns from the company without good reason, (b) is terminated by the company for cause, (c) is terminated by the company for poor performance (as reasonably determined by the Board), or (d) dies or becomes disabled, in control of Rovi for purposes of eligibilityeach case prior to receive double-trigger severance benefits in connection with a termination following a change in control.  As a result, for Mr. Halt and Mr. Burke, upon completion of the TiVo Acquisition, (i) the acquisition constituted a change in control for purposes of their change in control benefits described above, (ii) certain outstanding Rovi equity compensation awards were converted into an equivalent equityDecember 31, 2019, no cash retention award with respectwill be paid to TiVo common stock, and (iii) certain performance restricted stock unit awards held by each of them vested, were cancelled or were converted into time-based performance restricted stock unit awards at the completion of the Mergers.such officer.
None of our Named Executives is entitled to any payments from the company in the event his or her employment by the company terminates as a result of death or disability. Furthermore, Mr. Halt and Ms. Sergeeff are not entitled to any payments from the company in the event his or her employment by the company terminates as the result of the voluntary or involuntary termination of his or her employment not in connection with a change in control of the company.

In the event that the company had terminated the employment of Mr. Halt, Ms. Sergeeff, Mr. ThompsonHawkey, Mr. Milne or Mr. FinerPatel without “cause” or any of such executives had voluntarily terminated with good reason on December 31, 2016,2018, and this was within 90 days prior or 12 months following a change in control of the company, then: (i) Mr. Halt would be entitled to salary continuation having a value of $413,751, accelerated vesting of stock options having a value of $0, accelerated vesting of restricted stock having a value of $2,992,089,$1,736,042, and healthcare benefit continuation having a value of $26,941,$36,087, for a total value of $3,432,781;$2,185,880; (ii) Ms. SergeeffMr. Hawkey would be entitled to salary continuation having a value of $335,100,$400,000, accelerated vesting of cash retention award of $495,000, accelerated vesting of stock options having a value of $0, accelerated vesting of restricted stock having a value of $2,270,593,$1,105,829, and healthcare benefit continuation having a value of $9,950,$29,898, for a total value of $2,635,643$1,940,727; (iii) Mr. ThompsonMilne would be entitled to salary continuation having a value of $475,000,$444,960, accelerated vesting of stock options having a valuecash retention award of $80,226, accelerated vesting of restricted stock having a value of $1,716,539, and healthcare benefit continuation having a value of $27,023, for a total value of $2,298,788 and (iv) Mr. Finer would be entitled to salary continuation having a value of $391,498, accelerated

5881
SUMMARY COMPENSATION INFORMATIONTABLE


vesting of stock options having a value of $39,702, accelerated vesting of restricted stock having a value of $3,158,717, and healthcare benefit continuation having a value of $25,337, for a total value of $3,615,254.
In August 2016, the company and Mr. Burke agreed that Mr. Burke would no longer serve as the company’s chief operating officer effective September 6, 2016. As part of that agreement, Mr. Burke agreed to work in a strategic advisory capacity until the end of the year to provide a seamless transition and assist the company in the initial stages of integration of the TiVo Acquisition. In connection with that agreement, Mr. Burke was treated as though the company had terminated his employment without cause, and Mr. Burke is being paid his regular base salary and certain welfare benefits for a period of up to 12 months immediately following the termination of employment, as well as his target bonus in a lump sum, having a total value of $834,523 comprised of the following: salary continuation having a value of $475,000, a target bonus payment of $332,500, and healthcare benefit continuation having a value of $27,023; provided, however, because these events occurred within a period beginning 90 days before or 12 months after a change in control: (i) these amounts would be adjusted in accordance with Mr. Burke’s executive severance and arbitration agreement as described above if, within the 12 month period immediately following his termination of employment, Mr. Burke commences new employment with compensation that is substantially comparable to his severance pay, and (ii) all stock awards held by Mr. Burke as of the date of termination immediately vested and became exercisable, with additional accelerated vesting of stock options having a value of $0 and additional accelerated vesting of restricted stock having a value of $2,645,291.
In the event the company had terminated Mr. Carson’s employment without cause, or Mr. Carson resigned for good reason on December 31, 2016, then Mr. Carson would be entitled to regular base pay, target bonus and certain welfare benefits for a period of 12 months immediately following the termination of employment having a total value of $3,110,545 comprised of the following: salary continuation having a value of $625,000, a target bonus payment of $625,000,$495,000, accelerated vesting of stock options having a value of $0, accelerated vesting of restricted stock having a value of $1,833,490,$936,408, and healthcare benefit continuation having a value of $27,055;$31,669, for a total value of $1,908,037; and (iv) Mr. Patel would be entitled to salary continuation having a value of $450,000, accelerated vesting of cash retention award of $495,000, accelerated vesting of stock options having a value of $0, accelerated vesting of restricted stock having a value of $1,070,886, and healthcare benefit continuation having a value of $31,468, for a total value of $2,047,354. The above amounts assume vesting at target of performance-based restricted stock.

Based on Mr. Rodriguez’s resignation from his position as the company’s President and Chief Executive Officer on July 5, 2018, Mr. Rodriguez was not eligible to receive any payments under his executive severance and arbitration agreement.

In the event the company had terminated Mr. Rau’s employment without cause, then Mr. Rau would be entitled to his 2018 SECIP cash bonus (pro rated for the portion of the year in which he served), plus accelerated vesting of the restricted stock awarded to him in 2018, having a total value of $1,684,162; provided, however, if such termination or resignation took place within a period beginning 90 daysone month before or 12 monthsone year after a change in control: (i) these amountscontrol, Mr. Rau would also be adjusted in accordance with Mr. Carson’s amended and restated executive severance and arbitration agreement as described above if, withinentitled to $750,000, representing one year of his then-current base salary.

CEO Pay Ratio Disclosure

For 2018, the 12 month period immediately following his termination of employment, Mr. Carson commences new employment with compensation that is substantially comparable to his severance pay, and (ii) all stock awards held by Mr. Carson asmedian of the dateannual total compensation of terminationall employees of our company (other than our CEO) was $111,859 and the annual total compensation of our Interim President and Chief Executive Officer, Raghavendra Rau, was $3,753,453. Based on this information, for 2018 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 34 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

During 2018, Mr. Rodriguez served as our President and Chief Executive Officer until July 5, 2018, at which time Mr. Rau was appointed our Interim President and Chief Executive Officer. As permitted by SEC rules, we chose to use the annual total compensation of Mr. Rau, who was serving as our Chief Executive Officer on December 31, 2018, to calculate our pay ratio. We determined Mr. Rau’s annual total compensation for the fiscal year ended December 31, 2018 was $3,753,453, which, as required by SEC rules, includes his annualized base salary and bonus for 2018. Because we are required to annualize his compensation for purposes of this disclosure, Mr. Rau’s annual total compensation is greater than the total compensation as reported for him in our 2018 Summary Compensation Table.

In 2018, there was no change in our employee population or employee compensation arrangements that we believe would immediately vestsignificantly impact the pay ratio. Accordingly, for purposes of calculating the pay ratio set forth above, we used the same median employee that we identified for purposes of our 2017 pay ratio.

For a description of our methodology for identifying the median employee, see “CEO Pay Ratio Disclosure” on page 78of our definitive proxy statement filed with the Securities and become exercisable, with additional accelerated vesting of stock options having a value of $0Exchange Commission on March 16, 2018.

We calculated the 2018 annual total compensation for our median employee using the same methodology we use for our named executive officers as set forth in our Summary Compensation Table (which excludes any retirement and additional accelerated vesting of restricted stock having a value of $8,033,868.health benefits).


5982
SUMMARY COMPENSATION TABLE



Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC when it adopted these rules, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.

83
DIRECTOR COMPENSATION


DIRECTOR COMPENSATION
Non-Employee Director Compensation Philosophy

Our non-employee director compensation philosophy is based on the following guiding principles:
Aligning the long-term interests of stockholders and directors; and
Compensating directors appropriately and adequately for their time, effort and experience.
The elements of director compensation consist of annual cash retainers and equity awards, as well as customary and usual expense reimbursement in attending company meetings. The targeted competitive position for total annual compensation for our non-employee directors is at the 50th percentile of peers. In an effort to align the long-term interests of our stockholders and non-employee directors, the mix of cash and equity compensation has historically been, and is currently, weighted more heavily to equity.
Each year, our compensation committee reviews non-employee director compensation levels with its compensation consultant and recommends to our Board, as it deems appropriate, changes to such compensation levels. Our director compensation for fiscal 20162018 is described below.
Rovi (now TiVo Corporation) Non-Employee Director Compensation for Fiscal 20162018

For 2016,2018, each of Rovi’sthe company’s non-employee directors, except forincluding Mr. Rau during the period before his appointment as Interim President and Chief Executive Officer, but excluding the chairman of the Board, received an annual cash retainer of $46,000, and the$46,000. The chairman of the Rovi Board received an annual cash retainer of $96,000. Each director serving on the committees of the Rovi’s Board of Directors received annual cash retainers in the following amounts: the chair of the audit committee received $23,500; each other member of the audit committee received $10,000; the chair of the compensation committee received $18,500; each other member of the compensation committee received $9,000; the chair of the corporate governance and nominating committee received $10,000; and each other member of the corporate governance and nominating committee receive $5,000. RoviThe company does not pay, and directors do not receive, any fees for serving on the strategy committee of the Board. The company does not pay, and directors do not receive, any “per-meeting” fees as the annual retainer and respective committee fees are ascertained to provide proper compensation for boardBoard duties irrespective of the number of meetings held. Rovi does not pay, and directors do not receive, any fees for serving on the strategy committee of the Rovi board. Non-employee directors are also reimbursed for customary and usual travel expenses incurred attending company meetings.

For 2016,2018, cash retainers payable to the each of Rovi’sthe company’s non-employee directors, were paid in arrears for prior quarters, in four quarterly installments, i.e. on April 1 for first quarter service; July 1 for the second quarter service; October 1 for the third quarter service and January 2 for fourth quarter service. If a Rovi boardBoard member ceases serving prior to the end of a quarter, such Rovi boardBoard member’s retainer payment would be pro-rated for the time served during the quarter. Non-employee directors have the option to receive their boardBoard retainers in cash or in equity (in the form of fully-vested restricted stock), with an annual election form to be completed prior to the beginning of the year.

Stock Awards. Each Rovi non-employee director, including Mr. Rau during the period before his appointment as Interim President and Chief Executive Officer, also received restricted stock

84
DIRECTOR COMPENSATION


under the Rovi Corporation Amended 2008 Equity Incentive Plan. On July 1, 2016,2018, each Rovi non-employee director, provided that he or she continued to serve as a member of Rovi’s boardthe Board of directors,Directors, received an automatic annual restricted stock grant for the number of shares with a marketgrant date target value equal to approximately $160,000 on the grant date or, if the grant date is not a trading day, on the last trading day immediately prior to the grant date. The restricted stock has a purchase price equal to $0.001 per share, par value, and is subject a one-year vesting schedule, with all of the shares vesting on the firstone-year anniversary of the Board grant date, in each case provided that such member remains on the Rovi boardour Board of directorsDirectors through the applicable vesting date.

Non-Employee Director Limitation. The aggregate value of all compensation paid or granted to any Rovi non-employee director for services on the Rovi boardcompany’s Board with respect to any fiscal year beginning with 2016, including awards granted under the Rovi Corporation Amended 2008 Equity Incentive Plan and cash fees paid by Rovithe company to such non-employee director, shall not exceed $700,000 in total value, calculating the value of any equity awards based on the grant date fair value of such awards for financial reporting purposes. The Rovi boardBoard may make exceptions to this limit in extraordinary circumstances, as the Rovi boardBoard determines in its discretion, provided that the director who is granted or paid such additional compensation may not participate in the decision to grant or pay such compensation.
Following the Mergers, TiVo Corporation’s Non-Employee Director Compensation for Fiscal 2016 was maintained at the above-described Rovi levels.

60
DIRECTOR COMPENSATION


TiVo Inc. Non-Employee Director Compensation for Fiscal 2016 (Prior to the Mergers)
Annual Cash Retainers.Messrs. Hinson and Moloneyeach received a retainer of $50,000 paid on a quarterly basis. In addition to such annual retainer paid to all non-employee directors of TiVo Inc. Mr. Hinson, as the Chairman of the Audit Committee received an additional annual retainer of $30,000.
Furthermore, Mr. Moloney, as a member of the Compensation Committee received an annual retainer of $7,500 and as a member of the Nominating and Governance Committee an annual retainer of $5,000 in addition to the $50,000 annual retainer paid to all non-employee directors.
In November 2015, the TiVo Inc. board approved additional annual retainer of $60,000 payable in quarterly installments to Mr. Moloney, in connection with his appointment as the Lead Independent Director of TiVo Inc. On March 23, 2016, the TiVo Inc. board reaffirmed Mr. Moloney as Lead Independent Director at the same compensation level.
Board and Committee Meeting Attendance Fees. Non-employee directors did not receive any additional compensation for their attendance at Board meetings. Non-employee directors, however, received an additional $2,000 for each Committee meeting they attend during the year for which they were a member of for which they attend at the request of such committee (paid quarterly).
Beginning December 11, 2015 through April 28, 2016, the date of the merger announcement with Rovi, Mr. Hinson received $2,500 per month as a non-executive member of the Search Committee, paid on a quarterly basis.
Annual Equity Grants. On July 11, 2016, the date of TiVo Inc. Annual Meeting of Stockholders, Messrs. Hinson and Moloneyeach received a restricted stock grant consisting of that number of shares of TiVo Inc.'s common stock calculated by dividing $160,000 by the closing trading price of a share of TiVo Inc.'s common stock on the date of grant, to vest 100% on the first anniversary of their grant subject to continued service. These shares were issued under the 2008 TiVo Plan and they accelerated in full upon the closing of the TiVo Acquisition. For treatment of restricted stock grants, see “Consideration Received By TiVo Inc. Directors in Connection with the Mergers” below.
Consideration Received by TiVo Inc. Directors in Connection with the Mergers. In connection with the consummation of the Mergers, all directors of TiVo Inc. received, with respect to TiVo Inc. stock options, restricted shares, restricted stock units and common stock held by such directors, the same consideration offered to all other holders of TiVo Inc. stock options, restricted shares, restricted stock units and common stock in the Mergers. Additional information regarding the consideration offered in the Mergers can be found in the Registration Statement on Form S-4 filed by the company on June 6, 2016, as amended by Amendment No. 1 to Form S-4 filed on July 8, 2016, Amendment No. 2 to Form S-4 filed on July 25, 2016 and Amendment No. 3 to Form S-4 filed on August 2, 2016.

61
DIRECTOR COMPENSATION


The table below summarizes the compensation paid by the company to our non-employee directors for the fiscal year ended December 31, 2016.2018.

DIRECTOR COMPENSATION FOR FISCAL YEAR 20162018
Name (a) Fees Earned or Paid in Cash ($)(b) Stock Awards ($)(c)(1) Option Awards ($)(d) Non-Equity Incentive Plan Compensation ($)(e) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(f) All Other Compensation ($)(g) (2) Total ($)(h) Fees Earned or Paid in Cash ($)(b) Stock Awards ($)(c)(1) Option Awards ($)(d) Non-Equity Incentive Plan Compensation ($)(e) 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(f)
 All Other Compensation ($)(g) Total (1)(h)
Alan L. Earhart $74,500
 $159,990
        
 $234,490
  74,500
   151,555
          226,055
Eddy W. Hartenstein $48,813
 $—
        
 $48,813
  —
   208,906
          208,906
Jeffrey T. Hinson $102,389
 $160,001
 $8,216
 $270,606
  56,000
  151,555
   207,555
N. Steven Lucas $65,000
 $159,990
        
 $224,990
James E. Meyer $112,188
 $159,990
        
 $272,177
  106,000
   151,555
          257,555
Daniel Moloney $116,424
 $160,001
       $6,366
 $282,791
  55,000
   151,555
          206,555
Ruthann Quindlen $38,500
 $159,990
        
 $198,490
Raghavendra Rau $51,000
 $159,990
        
 $210,990
Glenn W. Welling $—
 $208,324
   $208,324
  —
   217,217
           217,217

(1)Amounts disclosed under “Stock Awards”"Stock Awards" represent the aggregate grant date fair value of restricted stock awards granted during fiscal 2016. The estimated2018 measured in accordance with Topic 718. As our restricted stock awards are not dividend-protected, the fair value of restricted stock awards is calculatedestimated based on the market price of our common stock at the close of trading on the date of grant.grant, reduced by the present value of dividends expected to be paid during the vesting period. All non-employee directors were each granted restricted stock awards in the following amounts: Mr. Earhart - 10,29611,896 shares, Mr. Hartenstein - 16,117 shares, Mr. Hinson - 11,896 shares, Mr. Meyer - 10,29611,896 shares, Mr. LucasMoloney - 10,296 shares, Ms. Quindlen - 10,296 shares, Mr. Hartenstein - 0 shares, Mr. Rau - 10,29611,896 shares, and Mr. Welling - 13,08616,720 shares. Mr. Hinson and Mr. Moloney each received 15,504 shares of TiVo Inc. restricted stock awards during fiscal 2016 (all of which accelerated upon the closing of the TiVo Acquisition). The restricted stock has a purchase price equal to $0.001 per share, par value.

85
(2)
Amounts disclosed under “All Other Compensation” represent the aggregate incremental grant date fair value received upon acceleration of outstanding equity awards in connection with the TiVo Acquisition.DIRECTOR COMPENSATION
As

The aggregate grant date fair value of December 31, 2016,stock awards and director fees received by Mr. Rau for his services as a non-employee director prior his appointment as the following directors (or former director) heldcompany’s Interim President and Chief Executive Officer on July 5, 2018 are disclosed in the following number of outstanding options: Mr. Earhart - 45,000 shares, all of which are exercisable; Mr. Meyer - 45,000 shares, all of which are exercisable; Ms. Quindlen - 15,000 shares, all of which are exercisable. Messrs. Hartenstein, Hinson, Lucas, Moloney,“Summary Compensation Table” above. Mr Rau and Welling dowas not hold any outstanding options.compensated for his services as a director after such date.
As of December 31, 2016, the following directors held the following number of shares subject to unvested stock awards: Mr. Earhart - 10,296 shares, Mr. Meyer - 10,296 shares, Mr. Lucas - 27,105 shares, Mr. Hartenstein - 32,058 shares, Mr. Rau - 28,698 shares and Mr. Welling - 28,698 shares.

2018, no director holds outstanding options.
Employee Director Compensation for Fiscal 20162018

Prior to his resignation from his position as President and Chief Executive Officer, Mr. Carson isRodriguez also served as a member of our Board of Directors, but was not compensated for his services as a director. As an employee, and, accordingly,Mr. Rodriguez received the salary as disclosed in the “Summary Compensation Table”. Prior to his appointment as Interim President and Chief Executive Officer, Mr. Rau received non-employee director compensation as reflected in the table above.


In addition to the compensation Mr. Rau received as Interim President and Chief Executive Officer, the “Summary Compensation Table” also includes disclosure of the compensation he received as a non-employee director.



6286
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 20162018 to the date of this report, there have not been any transactions, and there are currently no proposed transactions, in which the amount involved exceeded $120,000 to which we or any of our subsidiaries were or are to be a party and in which any executive officer, director, nominee for director, 5% beneficial owner of our common stock or member of their immediate family had or will have a direct or indirect material interest, except as disclosed below and described above under “Executive Compensation”. There are no business relationships between us and any entity of which a director of the company is an executive officer or of which a director of the company owns an equity interest in excess of 10%, involving indebtedness in excess of 5% of our total consolidated assets for 20162018 or involving payments for property or services in excess of 5% of our (or the other entity’s) consolidated gross revenues for 2016.2018.
Procedures for Approval of Related Party Transactions

We have a number of policies, procedures and practices that relate to the identification, review and approval of related party transactions. In accordance with our Corporate Governance Guidelines, our Board of Directors reviews the relationships that each director has with the company and shall endeavor to have a majority of directors that are “independent directors” as defined by the SEC and NASDAQNasdaq rules. As part of the review process, the company distributes and collects questionnaires that solicit information about any direct or indirect transactions with the company from each of our directors and officers and legal counsel and the chief accounting officer reviews the responses to these questionnaires and reports the any related party transactions to the audit committee. We may enter into arrangements in the ordinary course of our business that involve the company receiving or providing goods or services on a non-exclusive basis and at arm’s-length negotiated rates or in accordance with regulated price schedules with corporations and other organization in which a company director, executive officer or nominee for director may also be a director, trustee or investor, or have some other direct or indirect relationship.
Our Code of Conduct requires all directors, officers and employees to avoid any situation that involves an actual or apparent conflict of interest in personal and professional relationships or with their duty to, or with any interest of, the company. Depending on the nature of the potential conflict, such related party transactions involving an employee require approval by our EthicsChief Compliance Officer, Chief Financial Officer or Chief Executive Officer. If such transaction is determined to be material to the company by our EthicsChief Compliance Officer, Chief Financial Officer or Chief Executive Officer, our audit committee must review and approve in writing in advance such related party transactions. All related party transactions involving the company’s directors or executive officers or members of their immediate families must be reviewed and approved in writing in advance by the audit committee.

87
LEGAL PROCEEDINGS


LEGAL PROCEEDINGS
There are no material proceedings to which any director, officer or affiliate of the company, any owner of record or beneficially of more than five percent of any class of voting securities of the company, any associate of any such director, officer, affiliate of the company, or security holder is a party adverse to the company or any of its subsidiaries or has a material interest adverse to the company or any of its subsidiaries.






6388
ADDITIONAL INFORMATION


ADDITIONAL INFORMATION
Annual Report. Our 20162018 Annual Report on Form 10-K is available at www.proxyvote.com. We have filed our Annual Report on Form 10-K for the year ended December 31, 20162018 with the SEC. It is available at the SEC’s website at www.sec.gov and on our website at www.tivo.com. If you would like a copy of these materials, we will send them to you without charge upon written request to our Corporate Secretary at Two Circle Star Way,2160 Gold Street, San Carlos,Jose, California 94070.95002.
Stockholder Proposals for the 20182020 Annual Meeting. If you want us to consider including a proposal in our proxy statement for our 20182020 annual meeting of stockholders, you may do so by following the procedures prescribed in the Exchange Act. To be eligible for inclusion in our proxy statement and proxy materials, you must deliver a copy of your proposal to our General Counsel and Corporate Secretary at 2160 Gold Street, San Jose, California 95002 no later than November 18, 2017, which we believe is a reasonable time before we print and mail our proxy materials.January 2, 2020. In addition, if a stockholder proposal is not submitted to us before December 27, 2017,February 4, 2020, then the proxy to be solicited by the Board of Directors for the 20182020 annual meeting of stockholders will confer authority on the holders of the proxy to vote the shares in accordance with their best judgment and discretion if the proposal is presented at the 20182020 annual meeting of stockholders without any discussion of the proposal in the proxy statement for such meeting. If we do not receive your proposal within the specified time frame, you will not be permitted to raise your proposal at the annual meeting.
Proxy Solicitation Costs. We will bear the cost of solicitation of proxies from our stockholders and the cost of printing and mailing this document. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from stockholders on our behalf by telephone, in person or through other means. These persons will not receive additional compensation, but they will be reimbursed for the reasonable out-of-pocket expenses they incur in connection with this solicitation. We may also reimburse brokerage firms, fiduciaries and other persons representing beneficial owners of shares for their reasonable out-of-pocket expenses incurred in connection with forwarding voting information to the beneficial owners.
Electronic Distribution of Proxy Materials. We are pleased to offer to our stockholders the benefits and convenience of electronic delivery of annual meeting materials, including email delivery of future proxy statements, annual reports and related materials and on-line stockholder voting. In addition to sending Notices of Availability rather than full sets of paper proxy materials, we have adopted another practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials receive only one copy of our Notice of Availability or other proxy materials at that address, unless one or more of those stockholders has notified us that they wish to receive individual copies. If you would like to receive a printed copy of this year’s Notice of Availability or proxy materials, please call 1-800-542-10611-800-579-1639 or write to us at: TiVo Corporation, 51 Mercedes Way, Edgewood, NY 11717, Attn: Response Center. If you share an address with another TiVo Corporation stockholder and would like to start or stop householding for your account, you can call 1-800-542-10611-866-540-7095 or write to Householding Department, 51 Mercedes Way, Edgewood, NY 11717, including your name, the name of your broker or other holder of record, if any, and your account number(s). If you consent to householding, your election will remain in effect until you revoke it. If you revoke your consent, the company will send you separate copies of documents mailed at least 30 days after receipt of your revocation.
If you would like to view future proxy statements and annual reports over the Internet instead of receiving paper copies, you can elect to do so by voting at www.proxyvote.com or by visiting www.investordelivery.com.www.proxyvote.com. Your election to view these documents over the Internet will remain in effect until you revoke it. If

89
ADDITIONAL INFORMATION


you choose to view future proxy statements and annual reports over the Internet, next year you will receive an e-mail with instructions on how to view those materials and vote. Please be aware that, if you choose to access those materials over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible. We encourage you to help us reduce printing and mailing costs by signing up to receive future proxy mailings by email and allowing us to household annual meeting materials.






6490
OTHER BUSINESS


OTHER BUSINESS
The Board of Directors does not presently intend to bring any other business before the meeting and, to the knowledge of the Board, no matters are to be acted upon at the meeting other than the matters described in this proxy statement. However, if any other business should properly come before the meeting, the proxy holders named on the enclosed proxy card will vote the shares for which they hold proxies in their discretion.
  By Order of the Board of Directors
  
image4.gifraghurausiga02.jpg
  Thomas Carson,Raghavendra Rau, Interim President & CEO
Dated: March 15, 201720, 2019  
San Carlos,Jose, California  




65
91
ANNEX A - ARTICLE X OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION2008 EQUITY INCENTIVE PLAN




ARTICLE XTIVO CORPORATION
10.1 Definitions.
2008 EQUITY INCENTIVE PLAN

As used in this ARTICLE X,Adopted by the following capitalized terms have the following meanings when used herein with initial capital letters:
“5-percent Transaction” means any Prohibited Transfer that is effectuated without a direct transfer of Securities.
“5-percent Stockholder” means a Person or group of Persons that is a “5-percent shareholder” of the Corporation pursuant to Treasury Regulation § 1.382-2T(g), provided that solely for purposes of Section 10.2(b) such term shall mean a Person or group of Persons having a Percentage Stock Ownership of 4.91%.
“Agent” has the meaning set forth in Section 10.5.
“Board of Directors” or “Board” means on June 9, 2008
Approved by the board of directorsStockholders on July 15, 2008
As amended on May 24, 2011
As amended on April 30, 2013
As amended on April 29, 2014
As amended on April 27, 2016
[As amended on May 1, 2019]

Section 1.
Purpose; Section 162(m) Transition Relief; Definitions.

The name of the Corporation.plan is the TiVo Corporation 2008 Equity Incentive Plan (the “Plan”), which is an amendment and restatement of the ROVI Corporation 2008 Equity Incentive Plan. The purpose of the Plan is to encourage and enable employees (including officers and Directors) of TiVo Corporation, a Delaware corporation (the “Company”), and its Subsidiaries, non-employee members of the Board of Directors of the Company, and those consultants and other independent contractors who provide services to the Company and its Subsidiaries and upon whose judgment, initiative and efforts the Company and its Subsidiaries depend for the successful conduct of their business to acquire proprietary interests in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company, thereby stimulating their efforts on behalf of the Company and its Subsidiaries and strengthening their desire to remain with the Company and its Subsidiaries.

Notwithstanding anything in the Plan to the contrary, any provision in the Plan that refers to “performance-based compensation” under Section 162(m) of the Code will only apply to any Award that is intended to qualify, and is eligible to qualify, as “performance-based compensation” under Section 162(m) of the Code pursuant to the transition relief provided by the Tax Cuts and Jobs Act (the “TCJA”) for remuneration provided pursuant to a written binding contract which was in effect on November 2, 2017 and which was not modified in any material respect on or after such date, as determined by the Administrator, in its sole discretion, in accordance with the TCJA and any applicable guidance, rulings or regulations issued by the U.S. Department of the Treasury, the Internal Revenue Service or any other governmental authority.

The following terms shall be defined as set forth below:

(a)“Common Stock2013” means any interest in Common Stock, par value $0.001 per share, of the Corporation that would be treated as “stock” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).
“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations and other guidance issued thereunder.
“Corporation Security” or “Corporation Securities” means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury Regulation § 1.382-4(d) (but, for the avoidance of doubt, without regard for whether such options are treated as exercised under such Treasury Regulation) to purchase Securities of the Corporation, and (iv) any Stock.
“Effective Date” means September 7, 2016.
“Excess Securities” has the meaning given such term in Section 10.4.
“ExpirationAmendment Date” means the earlier of (i) the repeal of Section 382effective date of the Code or any successor statute if2013 amendment of this Plan document, which is the Board of Directors determines that this ARTICLE X is no longer necessary for the preservation of Tax Benefits, (ii) the beginning of a taxable yeardate of the Corporation to whichannual meeting of stockholders of the Board of Directors determines that no Tax Benefits may be carried forward or (iii)Company held in 2013 provided this Plan is approved by the Company’s stockholders at such date as the Board of Directors shall fix in accordance with Section 10.12 of this ARTICLE X.meeting.

(b)“Open Market Transaction2016” means a disposition of Common Stock over a public stock exchange as that term is used in the Treasury Regulations promulgated under Section 382.
“Percentage Stock OwnershipAmendment Date” means the percentage Stock Ownership interesteffective date of any Person or group (as the context may require) in the Corporation or, prior to the Effective Date2016 amendment of this ARTICLE X, in Rovi Corporation, for purposes of Section 382Plan document, which is the date of the Code.annual meeting of stockholders of the Company held in 2016 provided this Plan is approved by the Company’s stockholders at such meeting.

(c)“Person2019Amendment Date” means any individual, firm, corporation or other legal entity, and includes any successor (by merger or otherwise)the effective date of the 2019 amendment of this Plan document, which is the date of the annual meeting of stockholders of the Company held in 2019 provided this Plan is approved by the Company’s stockholders at such entity; provided, however, that a Person shall not mean a Public Group.meeting.

(d)“Prohibited DistributionsAct” means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.
“Prohibited Transfer” means any Transfer or purported Transfer to the extent that such Transfer is prohibited and/or void under this ARTICLE X. For the avoidanceAct of doubt, the term Prohibited Transfer includes a 5-percent Transaction (i.e., a Prohibited Transaction effectuated with a direct transfer of Securities).
“Public Group” has the meaning set forth in Treasury Regulation § 1.382-2T(f)(13).
“Purported Transferee” has the meaning set forth in Section 10.4.
“Securities” and “Security” each has the meaning set forth in Section 10.7.1933, as amended.

A-1
ANNEX A - ARTICLE X OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION2008 EQUITY INCENTIVE PLAN





(e)“Administrator” means the Board or the Committee.

(f)“Award” or “Awards,” except where referring to a particular category of grant under the Plan, means Incentive Stock Options, Nonstatutory Stock Options, Performance Shares, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units.

(g)“Board” means the Board of Directors of the Company.

(h)“Cause,” as such term relates to the termination of any person’s status as an employee or other service provider of the Company, means the occurrence of one or more of the following: (i) such person is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement which has an immediate and materially adverse effect on the Company or any Subsidiary, as determined by the Board in good faith in its sole discretion, (ii) such person engages in a fraudulent act to the material damage or prejudice of the Company or any Subsidiary or in conduct or activities materially damaging to the property, business or reputation of the Company or any Subsidiary, all as determined by the Board in good faith in its sole discretion, (iii) any material act or omission by such person involving malfeasance or negligence in the performance of such person’s duties to the Company or any Subsidiary to the material detriment of the Company or any Subsidiary, as determined by the Board in good faith in its sole discretion, which has not been corrected by such person to the satisfaction of the Board within 30 days after written notice from the Company of any such act or omission, (iv) failure by such person to comply in any material respect with the terms of his employment agreement, if any, or any written policies or directives of the Board as determined by the Board in good faith in its sole discretion, which has not been corrected by such person to the satisfaction of the Board within 30 days after written notice from the Company of such failure, or (v) material breach by such person of any other agreement with the Company, as determined by the Board in good faith in its sole discretion.

(i)“Code” means the Internal Revenue Code of 1986, as amended, and any successor tax laws, and related rules, regulations and interpretations.

(j)“Covered Employees” means any interestparticipant who is designated by the Committee prior to the date that wouldthe Committee establishes the Performance Goals for a Performance Period, to be treateda Covered Employee within the meaning of Code Section 162(m).

(k)“Committee” means a committee of two or more Independent Directors appointed by the Board to administer the Plan.

(l)“Director” means a member of the Board.

(m)“Disability” means an individual’s inability to perform his normal required services for the Company and its Subsidiaries for a period of six consecutive months by reason of the individual’s mental or physical disability, as determined by the Administrator in good faith in its sole discretion.

(n)“stockFair Market Value” of the Corporation pursuant to Treasury Regulation § 1.382-2T(f)(18).
“Stock Ownership” meanson any direct or indirect ownership of Stock, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determinedgiven date under the provisions of Section 382 of the Code and the regulations thereunder.
“Tax Benefits” means the net operating loss carryforwards, capital loss carryforwards, general business credit carryforwards, alternative minimum tax credit carryforwards and foreign tax credit carryforwards,Plan shall be determined as well as any loss or deduction attributable to a “net unrealized built-in loss” of the Corporation or any direct or indirect subsidiary thereof, within the meaning of Section 382 of the Code.
“Transfer” means, any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition or other action taken by a person, other than the Corporation, that alters the Percentage Stock Ownership of any Person or group. Except as set forth in the next sentence, a Transfer also shall include the creation or grant of an option (including an option within the meaning of Treasury Regulation § 1.382-2T(h)(4)(v)). For the avoidance of doubt, a Transfer shall not include (i) the creation or grant of an option by the Corporation, (ii) the issuance of Stock by the Corporation, or (iii) a transaction that is excluded from the definition of “owner shift” by reason of Treasury Regulation § 1.382-2T(e)(ii).
“Transferee” means any Person to whom Corporation Securities are Transferred.
“Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time, and any reference to any portions of any Treasury Regulation shall include any successor provisions.follows:

10.2 (i)Transfer and Ownership Restrictions. In order to preserveIf the Tax Benefits, from and afterStock is at the Effective Date of this ARTICLE X,time listed on any attempted Transfer of Corporation Securities prior toestablished stock exchange, then the Expiration Date and any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Expiration Date,fair market value shall be prohibited and void ab initio if such Transfer is described in subsection (a) or subsection (b), below.
(a) An attempted Transfer is described in this subsection (a) if the transferor is a 5-percent Stockholder and either (i) the attempted Transfer is not an Open Market Transaction, or (ii) the attempted Transfer would reduce the transferor’s Percentage Stock Ownership below the transferor’s lowest Percentage Stock Ownership during the 3-year period preceding the attempted Transfer; or
(b) An attempted Transfer is described in this subsection (b) if the transferee is a 5-percent Stockholder, related to a 5-percent Stockholder, or acting in coordination with a 5-percent Stockholder, or as a resultclosing selling price per share of the attempted TransferStock as quoted on such exchange on the transferee would become a 5-percent Stockholder, and either (i) the attempted Transferdate of determination, or if there is not an Open Market Transaction, or (ii) to the extent that the attempted Transfer (or any series of attempted Transfers of which such attempted Transfer is a part) the Percentage Stock Ownershipno reported sale of the transferee or any other 5-percent Stockholder wouldStock on such exchange on the date of determination, then the fair market value shall be increased.
10.3 Exceptions. The restrictions set forth in Section 10.2 shall not apply to an attempted Transfer that is a Prohibited Transfer if the transferor orclosing selling price on the Transferee obtainsexchange on the written approvallast preceding trading day on which sales of the Board of Directors or a duly authorized committee thereof. As a condition to granting its approval pursuant to this Section 10.3, the Board of Directors, may, in its discretion, require (at the expense of the transferor and/or transferee) an opinion of counsel selected by the Board of Directors that the Transfer shall not result in the application of any Section 382 of the Code limitation on the use of the Tax Benefits; provided that the Board may grant such approval notwithstanding the effect of such approval on the Tax Benefits if it determines that the approval is in the best interests of the Corporation. The Board of Directors may impose any conditions that it deems reasonable and appropriate in connection with such approval, including, without limitation, restrictions on the ability of any Transferee to Transfer Stock acquired through a Transfer. Approvals of the Board of Directors hereunder may be given prospectively or retroactively. The Board of Directors, to the fullest extent permitted by law, may exercise the authority granted by this ARTICLE X through duly authorized officers or agents of the Corporation. Nothing in this Section 10.3 shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.are

A-2
ANNEX A - ARTICLE X OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION2008 EQUITY INCENTIVE PLAN




10.4reported as having occurred, as reported in Excess SecuritiesThe Wall Street Journal. or such other source as the Administrator deems reliable.

(a) No employee or agent of(ii)If the Corporation shall record any Prohibited Transfer, andStock is regularly quoted by a recognized securities dealer but selling prices are not reported, the purported transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited Transfer (the “Excess Securities”). The Excess Securitiesfair market value shall be deemed to remain owned by the transferor unlessmean between the closing high bid and untillow asked prices for the Excess SecuritiesStock on the date of determination, or if no prices are transferred toquoted for such date, then the Agent pursuant to Section 10.5mean between the closing high bid and low asked prices on the last, preceding trading day on which any bid and asked prices were quoted, as reported in The Wall Street Journal or until an approval is obtained under Section 10.3. Unless and untilsuch other source as the Excess Securities are acquired by the Purported Transferee in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of stockholders of the Corporation, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any. After the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Section 10.4 or Section 10.5 shall also be a Prohibited Transfer.Administrator deems reliable.

(b) The Corporation may require as a condition to(iii)In the registrationabsence of an established market for the Transfer of any Corporation Securities orStock, then the payment of any distribution on any Corporation Securities that the proposed Transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to all the direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its stock transfer agent as mayfair market value shall be determined by the Board of DirectorsAdministrator after taking into account such factors as the Administrator shall deem appropriate.

(o)“Full Value Award” means an Award that is not an Option with respect to be necessarywhich the exercise or advisable to implement this ARTICLE X, including, without limitation, authorizing such transfer agent to require an affidavit from a Purported Transferee regarding such Person’s actual and constructive ownership of stock and other evidence that a Transfer will not be prohibited by this ARTICLE X as a condition to registering any transfer.
(c) If the attempted Transferstrike price is at least 100% of the Excess SecuritiesFair Market Value on the date of grant or a Stock Appreciation Right with respect to which the exercise or strike price is described in Paragraph 10.2(a) and not Paragraph 10.2(b), the transferor shall promptly remit (i) to the Agent an amount sufficient to enable the Agent to acquire the Excess Securities in an Open Market Transaction for the accountat least 100% of the transferorFair Market Value on the date of grant.

(p)“Incentive Stock Option” means any Stock Option designated and (ii) toqualified as an “incentive stock option” as defined in Section 422 of the Corporation such amount asCode.

(q)“Independent Director” means a member of the Board determines represents any profit realized by the transferor in the transaction.
(d) If the attempted Transferwho is not also an employee of the Excess SecuritiesCompany or any Subsidiary.

(r)“Nonstatutory Stock Option” means any Stock Option that is described in Paragraph 10.2(b) (whethernot an Incentive Stock Option.

(s)“Option” or not it is also described in Paragraph 10.2(a)), the provisions“Stock Option” means any option to purchase shares of Paragraph 10.5 shall apply.
10.5 Transfer to Agent. If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer then, upon written demand by the Corporation sent within thirty (30) days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Securities, the Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any Prohibited Distributions, to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s-length transactions (on the public securities market on which such Excess Securities are traded, if possible, or otherwise privately); provided, however, that any such sale must not constitute a Prohibited Transfer and provided, further, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities or otherwise would adversely affect the value of the Corporation Securities. If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds not exceeding the amount that the Purported Transferee would have received from the AgentStock granted pursuant to Section 10.6 if5.

(t)“Performance-Based Award” means an Incentive Stock Option, Nonstatutory Stock Option, Performance Shares, Stock Appreciation Right, Restricted Stock or Restricted Stock Units granted to a selected Covered Employee and subject to the Agent rather thanterms and conditions set forth in Section 9. All Performance-Based Awards are intended to qualify as Qualified Performance-Based Compensation.

(u)“Performance Criteria” means the Purported Transferee had resoldcriteria that the Excess Securities.
10.6 ApplicationCommittee selects for purposes of Proceeds and Prohibited Distributions.establishing the Performance Goal or Performance Goals for a participant for a Performance Period. The Agent shall apply any proceeds of a sale by it of Excess Securities and, ifPerformance Criteria that will be used to establish Performance Goals are limited to the Purported Transferee has previously resold the Excess Securities, any amounts received by it from a Purported Transferee, together,following: earnings (or net earnings, in either case withbefore or after any Prohibited Distributions,or all of: interest, taxes, depreciation and amortization, and other non-cash or nonrecurring items, legal settlements or other income (expense), or stock-based compensation) (“Earnings”), net losses, sales or revenue (or growth thereof), operating income, operating cash flow, return on net assets or investments, return on stockholders’ equity, return on assets, return on capital, return on equity or average stockholders’ equity, stockholder returns, gross or net profit or earnings margin, earnings per share, price per share of Stock, market share, expenses and cost reduction goals, cash flow, cash burn, cash collections, debt reduction, operating profit or net operating profit, workforce diversity, employee retention, budget management, or strategic partnerships or transactions, including licensing agreements any of which may be measured either in absolute terms or as follows: (a) first, such amountscompared to any incremental increase or as compared to results of a peer group. With respect to any Performance-Based Award, the Committee shall, be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (b) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or the fair market value atwithin the time of the Transfer, in the event the purported Transfer of the Excess Securities was, in whole or in part, a gift, inheritance or similar Transfer) which amount shall be determined at the discretion of the Board of Directors; and (c) third, any remaining amounts shall be paid to one or more organizations qualifying under section 501(c)(3) of the Code (or any comparable successor provision) selected by the Board of Directors. The Purported Transferee of Excess Securities shall have no claim, cause of action or any other recourse whatsoever against any transferor of Excess Securities. Theprescribed

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ANNEX A - ARTICLE X OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION2008 EQUITY INCENTIVE PLAN




Purported Transferee’s sole right with respect to such shares shall be limited to the amount payable to the Purported Transferee pursuant to thisby Section 10.6. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 10.6 inure to the benefit162(m) of the CorporationCode, define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period for such participant.

(v)“Performance Goals” means, for a Performance Period, the goals established in writing by the Committee for the Performance Period based upon the Performance Criteria. Depending upon the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the Agent, exceptperformance of a division, business unit, or an individual. The Committee, in its discretion, may, within the time prescribed by Section 162(m) of the Code (if applicable), adjust or modify the calculation of Performance Goals for such Performance Period in order to prevent the extent used to cover costs and expenses incurred by Agentdilution or enlargement of the rights of participants (i) in performing its duties hereunder.
10.7 Modification of Remedies for Certain Indirect Transfers. In the event of, or in anticipation of, any Transfer which does not involve a transferunusual or infrequent or nonrecurring corporate item, transaction, event, or development, including any merger, consolidation, acquisition or similar corporate transaction, (ii) in recognition of, securitiesor in anticipation of, any other unusual or infrequent or nonrecurring events affecting the Company, or the financial statements of the Corporation withinCompany, or in response to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions, (iii) to exclude exchange rate effects, effects of changes to generally accepted accounting principles, (iv) to exclude the meaningeffects of Delaware law (“stock based compensation and the award of bonuses under the Company’s bonus plans, (v) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends, or (vi) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. Where applicable, the Performance Goals may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no vesting will occur, levels of performance at which specified vesting will occur, and a maximum level of performance at which full vesting will occur.

(w)Securities“,Performance Period” means the one or more periods of time, which may be of varying and individually, a “Security”) butoverlapping durations, as the Committee may select, over which would cause a 5-percent Stockholder to violate a restriction on Transfers providedthe attainment of one or more Performance Goals will be measured for in this ARTICLE X, the application of Section 10.5 and Section 10.6 shall be modified as described in this Section 10.7. In such case, no such 5-percent Stockholder shall be required to dispose of any interest that is not a Security, but such 5-percent Stockholder and/or any Person whose ownership of Securities is attributed to such 5-percent Stockholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such 5-percent Stockholder, following such disposition, not to be in violation of this ARTICLE X. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Sections 10.5 and 10.6, except that the maximum aggregate amount payable either to such 5-percent Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Stock shall be paid out of any amounts due such 5-percent Stockholder or such other Person. The purpose of this Section 10.7 isdetermining a participant’s right to tailor the remedies for a Prohibited Transaction in Sections 10.2, 10.4 and 10.5 to situations in which there is a 5-percent Transaction, and this Section 10.7, along with the other provisions of this ARTICLE X, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.Performance-Based Award.

10.8 (x)Legal Proceedings; Prompt Enforcement“. If the Purported Transferee failsPerformance Shares” mean an Award granted to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) days from the date on which the Corporation makes a written demandparticipant pursuant to Section 10.5 (whether or not made within8 that entitles the time specified in Section 10.5), then the Corporation shall promptly take all cost effective actions which it believes are appropriateparticipant to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Section 10.8 shall (a) be deemed inconsistent with any Transfer of the Excess Securities provided in this ARTICLE X being void ab initio, (b) preclude the Corporation in its discretion from immediately bringing legal proceedings withoutreceive a prior demand or (c) cause any failure of the Corporation to act within the time periods set forth in Section 10.5 to constitute a waiver or loss of any right of the Corporation under this ARTICLE X. The Board of Directors may authorize such additional actions as it deems advisable to give effect to the provisions of this ARTICLE X.
10.9 Liability. To the fullest extent permitted by law, any stockholder subject to the provisions of this ARTICLE X who knowingly violates the provisions of this ARTICLE X and any Persons controlling, controlled by or under common control with such stockholder shall be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in, or elimination of, the Corporation’s ability to utilize its Tax Benefits, and attorneys’ and auditors’ fees incurred in connection with such violation.

10.10 Obligation to Provide Information. As a condition to the registration of the Transfer of any Stock, any Person who is a beneficial, legal or record holder of Stock, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information as the Corporation may request from time to time in order to determine compliance with this ARTICLE X or the status of the Tax Benefits of the Corporation.
10.11 Legends. The Board of Directors may require that any certificates issued by the Corporation evidencing ownershipprescribed number of shares of Stock upon achievement of Performance Goals established by the Committee for such Award.

(y)“Qualified Performance-Based Compensation” means any compensation that areis intended to qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code.

(z)“Restricted Stock” means a Restricted Stock Award granted pursuant to Section 7 by the issuance of Stock subject to the restrictions on transfer and ownership contained in this ARTICLE X bear the following legend:restrictions.

“THE CERTIFICATE OF INCORPORATION (THE (aa)“CERTIFICATE OF INCORPORATIONRestricted Stock Award”), OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) OF COMMON STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS, RIGHTS AND WARRANTS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE means any Award granted pursuant to Section 7.

(bb)    “BOARD OF DIRECTORSRestricted Stock Unit”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER), THAT IS TREATED AS OWNED BY A FIVE PERCENT SHAREHOLDER UNDER THE CODE AND SUCH REGULATIONS. IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE means a Restricted Stock Award granted pursuant to Section 7 to receive the economic equivalent of Restricted Stock without the issuance of Stock at time of grant.

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ANNEX A - ARTICLE X OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION2008 EQUITY INCENTIVE PLAN





TRANSFER WILL BE VOID(cc)    AB INITIO“ AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER EXCESS SECURITIES (AS DEFINED IN THE CERTIFICATE OF INCORPORATION) TO THE CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (“SECURITIESRetirement”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CORPORATION’S CERTIFICATE OF INCORPORATION TO CAUSE THE FIVE PERCENT STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.” means an employee’s termination of employment with the Company and its Subsidiaries after attainment of age 65 or attainment of age 55 and completion of 10 years of employment.

(dd)    “Stock” means the Common Stock, par value $.001 per share, of the Company, subject to adjustments pursuant to Section 3.

(ee)    “Stock Appreciation Right” means any Award granted pursuant to Section 6.

(ff)    “Subsidiary” means any corporation or other entity (other than the Company) in any unbroken chain of corporations or other entities, beginning with the Company if each of the corporations or entities (other than the last corporation or entity in the unbroken chain) owns stock or other interests possessing 50% or more of the economic interest or the total combined voting power of all classes of stock or other interests in one of the other corporations or entities in the chain.

Section 2.Administration of Plan; Authority to Select Participants and Determine Awards.

(a)Powers of Administrator. The BoardAdministrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:

(i)to select those employees (including officers and Directors) of the Company and its Subsidiaries, Independent Directors, and consultants and other independent contractors in service to the Company and its Subsidiaries to whom Awards may also require thatfrom time to time be granted;

(ii)to determine the time or times of grant, and the extent, if any, certificates issued byof Incentive Stock Options, Nonstatutory Stock Options, Performance Shares, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units, or any combination of the Corporation evidencing ownershipforegoing, granted to any one or more participants;

(iii)to determine the number of shares of Stock that are subject to conditions imposedbe covered by the Board of Directors under Section 10.3 of this ARTICLE X also bear a conspicuous legend referencing the applicable restrictions.any Award;

10.12 (iv)Authority of Board of Directors.
(a) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this ARTICLE X, including, without limitation, (i) the identification of 5-percent Stockholders, (ii) whether a Transfer is a 5-percent Transaction or a Prohibited Transfer, (iii) the Percentage Stock Ownership in the Corporation of any 5-percent Stockholder, (iv) whether an instrument constitutes a Corporation Security, (v) the amount (or fair market value) due to a Purported Transferee pursuant to Section 10.6, and (vi) any other matters which the Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this ARTICLE X. In addition, the Board of Directors may, to the extent permitted by law,modify from time to time establish, modify, amend or rescind by-laws, regulationsthe terms and procedures of the Corporationconditions, including restrictions, not inconsistent with the provisions of this ARTICLE X for purposes of determining whether any Transfer of Corporation Securities would jeopardize the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this ARTICLE X.
(b) Nothing contained in this ARTICLE X shall limit the authorityterms of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Board of Directors may, by adopting a written resolution, (i) accelerate or extend the Expiration Date, (ii) modify the ownership interest percentage in the Corporation or the Persons or groups covered by this ARTICLE X, (iii) modify the definitionsPlan, of any Award, which terms set forth in this ARTICLE X or (iv) modifyand conditions may differ among individual Awards and participants, and to approve the termsform of this ARTICLE X as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 ofwritten instruments evidencing the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be such acceleration, extension or modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate.Awards;
(c) In
(v)to accelerate at any time the caseexercisability or vesting of an ambiguity in the application of any of the provisions of this ARTICLE X, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this ARTICLE X requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this ARTICLE X. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this ARTICLE X. The Board of Directors may delegate all or any portion of its dutiesany Award;

(vi)subject to the provisions of Section 5(a)(ii), to extend at any time the period in which Stock Options may be exercised;

(vii)to determine at any time whether, to what extent, and powers under this ARTICLE Xwhat circumstances Stock and other amounts payable with respect to a committeean Award shall be deferred either automatically or at the election of the Board of Directors as it deems necessary or advisableparticipant and whether and to what extent the fullest extent permittedCompany shall pay or credit amounts constituting interest (at rates determined by law, may exercise the authority granted by this ARTICLE X through duly authorized officersAdministrator) or agentsdividends or deemed dividends on such deferrals; and

(viii)at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Corporation. Nothing in this ARTICLE X shall be construed to limitPlan (including for any subplan or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.
10.13 Reliance. To the fullest extent permitted by law, the Corporation and the membersportion of the BoardPlan that the Administrator may establish for a specific group of Directors shall be fully protected in relying in good faith upon the information, opinions, reportsemployees or statements of the chief executive officer, the chief financial officer, the chief accounting officer or the corporate controller of the Corporation or of the Corporation’s legal counsel,other service providers) and for

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ANNEX A - ARTICLE X OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION2008 EQUITY INCENTIVE PLAN




independent auditors, transfer agent, investment bankersits own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and otherwise to supervise the administration of the Plan.

All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan participants.

(b)Delegation of Authority to Grant Awards. The Administrator, in its discretion, may delegate to the Chief Executive Officer or Chief Operating Officer of the Company all or part of the Administrator’s authority and duties with respect to Awards, including the granting thereof, to individuals who are not subject to the reporting and other provisions of Section 16 of the Act or Covered Employees within the meaning of Section 162(m) of the Code. The Administrator may revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates that were consistent with the terms of the Plan.

Section 3.Stock Issuable Under the Plan; Mergers; Substitution.

(a)Successor to and Continuation of Prior Plans. The Plan is the successor to and continuation of the Rovi Corporation 2000 Equity Incentive Plan and the Sonic Solutions 2004 Equity Compensation Plan (together, the “RoviPrior Plans”). The Plan is also the successor to and continuation of the TiVo Corporation Titan Equity Incentive Award Plan (the “TiVo Prior Plan” and together with the Rovi Prior Plans, the “Prior Plans”). Following the 2013 Amendment Date, no additional stock awards will be granted under the Rovi Prior Plans. Following August 6, 2018, no additional stock awards will be granted under the TiVo Prior Plan. Any unallocated shares remaining available for issuance pursuant to the exercise of options or issuance or settlement of stock awards not previously granted under the Rovi Prior Plans as of 12:01 a.m.Pacific Standard Time on the 2013 Amendment Date (the “Rovi Prior Plans’ Available Reserve”) will cease to be available under the Rovi Prior Plans at such time and will be added to the Share Reserve (as further described in Section 3(b)) and be then immediately available for issuance pursuant to Awards. In addition, from and after 12:01 a.m. Pacific Standard Time on the 2013 Amendment Date, all outstanding stock awards granted under the Rovi Prior Plans will remain subject to the terms of the Rovi Prior Plans and, from and after 12:01 a.m. Pacific Standard Time on the 2019 Amendment Date, all outstanding stock awards granted under the TiVo Prior Plan will remain subject to the terms of the TiVo Prior Plan; provided, however, that any shares of Stock subject to outstanding options and stock appreciation rights granted under the Prior Plans (the “Prior Plans’ Appreciation Awards”) and other stock awards granted under the Prior Plans that (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares, or (iii) other than with respect to a Prior Plans’ Appreciation Award, are reacquired or withheld (or not issued) to satisfy a tax withholding obligation (collectively, the “Prior Plans’ Returning Shares”) will become available for issuance pursuant to Awards granted hereunder in accordance with the provisions of Section 3(c) below. All Awards granted on or after 12:01 a.m. Pacific Standard Time on the 2013 Amendment Date will be subject to the terms of the Plan.

(b)Stock Issuable. Subject to Sections 3(c) and (f), the aggregate number of shares of Stock that may be issued pursuant to Awards under the Plan will not exceed (A) 33,149,817 shares, which number is the sum of (i) the 1,849,817 shares subject to the Rovi Prior Plans’ Available Reserve and, (ii) 31,300,000 shares (which includes the 6,000,000 new shares added as of the 2016 Amendment Date and the 5,000,000 new shares added as of the 2019 Amendment Date); plus (B) the Prior Plans’ Returning Shares, if any, that become available for grant under

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ANNEX A - 2008 EQUITY INCENTIVE PLAN




the Plan from time to time (the aggregate number of shares described in (A) and (B) above, the “Share Reserve”). Subject to Section 3(c), the number of shares available for issuance under the Plan will be reduced by: (A) one share for each share of Stock issued pursuant to (1) an Option with respect to which the exercise price is at least 100% of the Fair Market Value on the date of grant, or (2) a Stock Appreciation Right with respect to which the strike price is at least 100% of the Fair Market Value on the date of grant; and (B) one and seven-tenths (1.7) shares (increased to two (2.0) shares as of the 2016 Amendment Date) for each share of Stock issued pursuant to a Full Value Award. Subject to such overall limitation and the individual limitations set forth in Section 3(d) and 3(e), shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. Upon the exercise of a Stock Appreciation Right settled in shares of Stock, the right to purchase an equal number of shares of Stock covered by a related Stock Option, if any, shall be deemed to have been surrendered and will no longer be exercisable, and said number of shares of Stock shall no longer be available under the Plan.

(c)Reversion of Shares to the Share Reserve.

(i)Shares Available For Subsequent Issuance. If any shares of Stock subject to an Award are (A) not issued or forfeited back to the Company because of the failure to meet a contingency or condition required to vest such shares or such Award expires or otherwise terminates without all of the shares covered by such Award having been issued or (B) reacquired or withheld (or not issued) by the Company pursuant to Section 10(b) in connection with a Full Value Award, such shares will again become available for issuance under the Plan (the “2008 Plan Returning Shares”). For each (1) 2008 Plan Returning Share that is subject to a Full Value Award or (2) Prior Plans’ Returning Share pursuant to an award other than a Prior Plans’ Appreciation Award, the number of shares of Common Stock available for issuance under the Plan will increase by one and seven-tenths (1.7) shares (increased to two (2.0) shares with respect to any such shares that again become available for issuance upon and after the 2016 Amendment Date).

(ii)Shares Not Available For Subsequent Issuance. If any shares subject to an Award or a Prior Plans’ Appreciation Award are not delivered because the Award is exercised through a reduction of shares subject to the Award or Prior Plans’ Appreciation Award (i.e., “net exercised”), the number of shares that are not delivered will no longer be available for issuance under the Plan. Also, any shares reacquired or withheld (or not issued) by the Company pursuant to Section 10(b) (i.e., tax withholding) upon the exercise of an Option or Stock Appreciation Right or a Prior Plans’ Appreciation Award, any shares used as consideration for the exercise of an Option or Stock Appreciation Right or a Prior Plans’ Appreciation Award, or any shares repurchased by the Company on the open market with the proceeds of an Option or Stock Appreciation Right exercise price or a Prior Plans’ Appreciation Award exercise price will no longer be available for issuance under the Plan.

(iii)Recapitalizations. If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other employeessimilar transaction, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, the Administrator shall make an appropriate or proportionate adjustment in (i) the Share Reserve, (ii) the maximum number of shares of Stock and agentsStock equivalents subject to Awards that can be granted to any one individual participant

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ANNEX A - 2008 EQUITY INCENTIVE PLAN




described in makingSection 3(d), (iii) the determinationsnumber and findings contemplatedkind of shares or other securities subject to any then outstanding Awards under the Plan, and (iv) the price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The adjustment by the Administrator shall be final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion may make a cash payment in lieu of fractional shares.

(d)Section 162(m) Limitations. Subject to the overall stock issuable under Section 3(b): (i) a maximum of one million five hundred thousand (1,500,000) shares of Stock and Stock equivalents subject to Performance-Based Awards may be granted to any one individual participant during any one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance Period of the Performance Goals) and (ii) a maximum of one million five hundred thousand (1,500,000) shares of Stock and Stock equivalents subject to Stock Options, Stock Appreciation Rights and other Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date any such Award is granted may be granted to any one individual participant during any calendar year. Notwithstanding the foregoing, if any additional Stock Options, Stock Appreciation Rights and other Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date any such Award is granted are granted to any individual participant during any calendar year, compensation attributable to the exercise or settlement of such Award will not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless such Award is approved by the Company’s stockholders.

(e)Limitation on Non-Employee Director Compensation. The aggregate value of all compensation paid or granted, as applicable, to any individual for service as an Independent Director with respect to any fiscal year (beginning with the 2016 fiscal year), including Awards granted under the Plan and cash fees paid by the Company to such Independent Director, shall not exceed $700,000 in total value, calculating the value of any Awards based on the grant date fair value of such Awards for financial reporting purposes. The Board may make an exception to the applicable limit in this ARTICLE X,Section 3(e) for individual Independent Directors in extraordinary circumstances, as the Board may determine in its discretion, provided that the Independent Director who is granted or paid such additional compensation may not participate in the decision to grant or pay such additional compensation.

(f)Mergers, etc. In the event of (i) a dissolution or liquidation of the Company; (ii) a merger or consolidation in which the Company is the not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the membersStock Options, Stock Appreciation Rights, Performance Shares and Restricted Stock Units granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all optionees); (iii) a merger in which the Company is the surviving corporation but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls another corporation which merges) with the Company in such merger) cease to own their shares or other equity interests in the Company; (iv) the sale of substantially all of the assets of the Company; or (v) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Internal Revenue Code of 1986, as amended, wherein the stockholders of the Company give up all of their equity interest in the Company (except for the

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acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company from or by the stockholders of the Company), the Board, or the Board of Directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to outstanding Stock Options and Stock Appreciation Rights: (I) provide that such Stock Options shall be assumed or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (II) upon written notice to the optionees, provide that all unexercised Stock Options and Stock Appreciation Rights will terminate immediately prior to the consummation of such transaction unless exercised by the optionee within a specified period following the date of such notice, and/or (III) in the event of a business combination under the terms of which holders of the Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the business combination, make or provide for a cash payment to the optionees, equal to the difference between (A) the value (as determined by the Administrator) of the consideration payable per share of Stock pursuant to the business combination (the “Merger Price”) multiplied by the number of shares of Stock subject to such outstanding Stock Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise price of all such outstanding Stock Options and Stock Appreciation Rights, in exchange for the termination of such Stock Options and Stock Appreciation Rights.

(g)Substitute Awards. The Administrator may grant Awards under the Plan in substitution for stock and stock based awards held by employees of another corporation who become employees of the Company or a Subsidiary as the result of a merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the employing corporation. The Administrator may direct that the substitute awards be granted on such terms and conditions as the Administrator considers appropriate in the circumstances.

Section 4.Eligibility.

Participants in the Plan shall be such full-time or part-time employees of the Company and its Subsidiaries, Independent Directors, and consultants and other independent contractors in service to the Company and its Subsidiaries as the Administrator in its sole discretion shall select from time to time.

Section 5.Stock Options.

Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve. Stock Options granted under the Plan may be either Incentive Stock Options or Nonstatutory Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be a Nonstatutory Stock Option. The Administrator may from time to time adopt subplans to this Plan containing such additional terms, conditions and restrictions, not inconsistent with the terms of the Plan, as may be necessary to qualify the grants of Stock Options thereunder for preferential treatment under the laws of any country or other jurisdiction in which the Company or any of its Subsidiaries has employees, Independent Directors, consultants or other independent contractors.

No Incentive Stock Option shall be granted under the Plan after July 15, 2018.

(a)Terms and Conditions of Stock Options. The Administrator in its discretion may grant Stock Options subject to the following terms and conditions and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable:

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(i)Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5(a) shall be determined by the Administrator at the time of grant, but shall not be responsibleless than 100% of the Fair Market Value of a share of Stock on the date of grant. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any “parent or subsidiary corporation” of the Company (within the meaning of Section 424(f) of the Code) and an Incentive Stock Option is granted to such employee, the exercise price per share for the Stock covered by such Incentive Stock Option shall be not less than 110% of the Fair Market Value of a share of Stock on the grant date.

(ii)Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than seven (7) years after the date the Option is granted, and the term of each such Option shall expire no more than seven (7) years after the date of grant. If an employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or of any good faith errors“parent or subsidiary corporation” of the Company (within the meaning of Section 424(f) of the Code) and an Incentive Stock Option is granted to such employee, the term of such Option shall expire no more than five years after the date of grant.

(iii)Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall be determined by the Administrator at the time of grant, subject to the minimum vesting requirements of Section 11(b). The Administrator may at any time accelerate the exercisability of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options.

(iv)Method of Exercise. Stock Options may be exercised in whole or in part, by giving written notice of exercise to the Company specifying the number of shares to be purchased. Payment of the purchase price shall be made in connection therewith. Forfull concurrently with such exercise by any one of the following methods: (A) in cash; (B) if and to the extent the instrument evidencing the Option so provides and if the Company is not then prohibited from purchasing or acquiring shares of Stock, with shares of Stock that have been held by the optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes, delivered in lieu of determiningcash and valued at their Fair Market Value on the existencedate of exercise; (C) through a “same day sale” commitment from the optionee and identitya broker-dealer that is a member of the National Association of Securities Dealers, Inc. (the “NASD Dealer”) whereby the optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the exercise price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the exercise price directly to the Company; (D) through a “margin” commitment from the optionee and a NASD Dealer whereby the optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price , and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the exercise price directly to the Company; or (E) any Corporation Securities ownedcombination of the foregoing. The delivery of certificates representing the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other requirements contained in the Stock Option or applicable provisions of laws.

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(v)Termination by Reason of Death. Any Stock Option held by an optionee whose employment by (or other business relationship with) the Company and its Subsidiaries is terminated by reason of the optionee’s death may thereafter be exercised, to the extent it was exercisable by the optionee on the date of the optionee’s death, by the legal representative of the optionee’s estate or by any stockholder,other person who acquires the Corporationright to exercise the option by reason of such death under the optionee’s will or the laws of intestate succession, for a period of 12 months (or such other period as the Administrator shall specify in the Stock Option) from the date of death, but not later than the expiration of the stated term of the Option, if earlier.

(vi)Termination by Reason of Disability. Any Stock Option held by an optionee whose employment by (or other business relationship with) the Company and its Subsidiaries is entitledterminated by reason of Disability may thereafter be exercised, to relythe extent it was exercisable on the existencedate of such termination, for a period of 12 months (or such other period as the Administrator shall specify in the Stock Option) from the date of such termination of employment (or business relationship), but not later than the expiration of the stated term of the Option, if earlier. The Administrator shall have sole authority and absencediscretion to determine whether a participant’s employment (or business relationship) has been terminated by reason of filingsDisability. The Administrator may specify in any Stock Option that the death of Schedule 13Dan optionee during the period provided in this Section 5(a)(vi) for the exercise of the Option shall extend such period for a period ending not later than 12 months following the date of the optionee’s death, subject to termination on the expiration of the stated term of the Option, if earlier.

(vii)Termination by Reason of Retirement. Any Stock Option held by an optionee whose employment by the Company and its Subsidiaries is terminated by reason of Retirement may thereafter be exercised, to the extent it was exercisable on the date of such termination, for a period of 12 months (or such other period as the Administrator shall specify) from the date of such termination of employment, but not later than the expiration of the stated term of the Option, if earlier. The Administrator may specify in any Stock Option that the death of an optionee during the period provided in this Section 5(a)(vii) for the exercise of the Option shall extend such period for a period ending not later than 12 months following the date of the optionee’s death, subject to termination on the expiration of the stated term of the Option, if earlier.

(viii)Termination for Cause. If any optionee’s employment by (or business relationship with) the Company and its Subsidiaries is terminated for Cause, any Stock Option held by such optionee, including any Stock Option that is exercisable at the time of such termination, shall immediately terminate and be of no further force and effect; provided, however, that the Administrator may, in its sole discretion, provide in any Stock Option that such Stock Option can be exercised, to the extent it was exercisable on the date of such termination, for a period of up to 30 days from the date of termination of employment (or business relationship), but not later than the expiration of the stated term of the Option, if earlier.

(ix)Other Termination. Unless otherwise determined by the Administrator, if an optionee’s employment by (or business relationship with) the Company and its Subsidiaries terminates for any reason other than death, Disability, Retirement, or 13Gfor Cause, any Stock Option held by such optionee may thereafter be exercised, to the extent it was exercisable on the date of such termination, for three months (or such other period not to exceed 60 months as the Administrator shall specify) from the date of termination of employment (or business relationship), but not later than the expiration of the stated term of the Option, if earlier.

(x)Annual Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market

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Value (determined as of the time of grant) of the shares of Stock with respect to which Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock Option exceeds this limit, it shall constitute a Nonstatutory Stock Option.

(b)Non-Transferability of Options. No Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee. Notwithstanding the foregoing, the Administrator may provide in an option agreement evidencing a Nonstatutory Stock Option that the optionee may transfer, without consideration for the transfer, such Nonstatutory Stock Option to members of his immediate family, to trusts for the benefit of such family members, to partnerships in which such family members are the only partners, to charitable organizations, or pursuant to a domestic relations order in settlement of marital property rights (which shall not be a transfer for value), provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of the Plan and the applicable option agreement.

(c)Form of Settlement. Shares of Stock issued upon exercise of a Stock Option shall be free of all restrictions under the SecuritiesPlan, except as otherwise provided in the Plan.

Section 6.Stock Appreciation Rights.

(a)Nature of Stock Appreciation Rights. A Stock Appreciation Right is an Award entitling the recipient to receive an amount in cash or shares of Stock or a combination thereof having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the per share exercise price of the Stock Appreciation Right set by the Administrator at the time of grant, which exercise price shall be not less than the Fair Market Value of a share of Stock on the date of grant (or not less than the Option exercise price per share, if the Stock Appreciation Right was granted in tandem with a Stock Option) multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised, with the Administrator having the right to determine the form of payment.

(b)Grant and Exchange ActExercise of 1934, as amended (or similar filings), asStock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator in tandem with, or independently of, any date,Stock Option granted pursuant to Section 5 of the Plan. In the case of a Stock Appreciation Right granted in tandem with a Nonstatutory Stock Option, such Stock Appreciation Right may be granted either at or after the time of the grant of such Option. In the case of a Stock Appreciation Right granted in tandem with an Incentive Stock Option, such Stock Appreciation Right may be granted only at the time of the grant of the Option.

(c)Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to its actual knowledgesuch terms and conditions as shall be determined from time to time by the Administrator, subject to the following:

(i)Stock Appreciation Rights granted in tandem with Options shall be exercisable at such time or times and to the extent that the related Stock Options shall be exercisable, subject to the minimum vesting requirements of Section 11(b). A Stock Appreciation Right or applicable portion thereof granted in tandem with a Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the ownershiprelated Option. The term of Corporation Securities.each Stock Appreciation Right shall be fixed by the Administrator, but no Stock Appreciation Right shall be exercisable more than seven (7) years after the date the Stock

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Appreciation Right is granted, and the term of each such Stock Appreciation Right shall expire no more than seven (7) years after the date of grant.

10.14 (ii)BenefitsUpon exercise of this Article Xa Stock Appreciation Right, the applicable portion of any related Option shall be surrendered. When a stock settled Stock Appreciation Right is exercised, the shares subject to a Stock Appreciation Right grant agreement shall be counted against the shares available for issuance, regardless of the number of shares used to settle the Stock Appreciation Right upon exercise.

(iii)Stock Appreciation Rights granted in tandem with an Option shall be transferable only when and to the extent that the underlying Option would be transferable. Stock Appreciation Rights not granted in tandem with an Option shall not be transferable otherwise than by will or the laws of descent or distribution. All Stock Appreciation Rights shall be exercisable during the participant’s lifetime only by the participant or the participant’s legal representative.

Section 7.Restricted Stock Awards.

Nothing(a)Nature of Restricted Stock Awards. A Restricted Stock Award is an Award entitling the participant to receive shares of Stock (“Restricted Stock”) or to receive the economic equivalent of shares of Stock (“Restricted Stock Units”) subject to such restrictions and conditions as the Administrator may determine at the time of grant, at a purchase price and for such consideration as the Administrator may determine. Restricted Stock issuances and Restricted Stock Unit grants may, at the discretion of the Administrator, be based on continuing employment (or other business relationship) with the Company and its Subsidiaries and/or achievement of Performance Goals or other pre-established performance criteria or objectives.

(b)Rights as a Stockholder. Upon execution of a written instrument for the issuance of Restricted Stock and paying any applicable purchase price, a participant shall have the rights of a stockholder with respect to the voting of the Restricted Stock, subject to such conditions contained in this ARTICLE Xthe written instrument evidencing the Restricted Stock Award. Unless the Administrator shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company or of a third party escrow holder until such Restricted Stock is vested as provided in Section 7(d) below. Stock underlying a Restricted Stock Unit will not be issued until the Restricted Stock Unit has vested as provided in Section 7(d) below. A participant awarded Restricted Stock Units shall have no rights as a Company stockholder with respect to such Restricted Stock Units until such time as the Restricted Stock Units have vested and Stock underlying the Restricted Stock Units has been issued.

(c)Restrictions. Restricted Stock and Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the written instrument evidencing the Restricted Stock Award. If a participant’s employment (or other business relationship) with the Company and its Subsidiaries terminates for any reason, the Company shall have the right to repurchase from the participant or the participant’s legal representative at their purchase price Restricted Stock with respect to which conditions have not lapsed.

(d)Vesting of Restricted Stock. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which the cancellation of Restricted Stock Units and the non-transferability of the Restricted Stock and the Company’s right of repurchase shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established Performance Goals or other performance criteria, objectives and other conditions, the shares on which all restrictions have

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lapsed shall no longer be subject to the restrictions set forth above and shall be construed to give to“vested.” Except as may otherwise be provided by the Administrator, a participant’s rights in any Personshares of Restricted Stock and Restricted Stock Units that have not vested shall terminate automatically upon the participant’s termination of employment (or other thanbusiness relationship) with the Corporation or the Agent any legal or equitable right, remedy or claim under this ARTICLE X. This ARTICLE XCompany and its Subsidiaries and shares of Restricted Stock shall be forsubject to the soleCompany’s right of repurchase as provided in Section 7(c) above.

(e)Waiver, Deferral and exclusive benefitReinvestment of Dividends. The written instrument evidencing the CorporationRestricted Stock Award may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock or their economic equivalent with respect to Restricted Stock Units.

Section 8.Performance Shares.

(a)Nature of Performance Shares. An Award of Performance Shares entitles a participant to receive shares of Stock following the satisfaction of one or more Performance Goals or other specific performance criteria established by the Administrator, in each case on a specified date or dates or over any Performance Period or other period determined by the Administrator.

(b)Rights as a Stockholder. Stock underlying Performance Shares will not be issued until the Performance Shares have vested, pursuant to the Performance Goals or other specific performance criteria set by the Administrator. A participant awarded Performance Shares shall have no rights as a Company stockholder with respect to such Performance Shares until such time as the Performance Shares have vested and the Agent.Stock underlying the Performance Shares has been issued.

10.15 (c)SeverabilityVesting of Performance Shares. The Administrator, at the time of grant, shall specify the Performance Goals or other specific performance criteria, objectives and conditions on which the Stock underlying the Performance Shares shall vest. Except as otherwise may be provided by the Administrator, a participant’s rights in the Stock underlying the Performance Shares that have not vested shall terminate automatically upon the participant’s termination of employment (or other business relationship) with the Company and its Subsidiaries.

Section 9.Performance-Based Awards.

(a)Purpose. The purpose of this ARTICLE XSection 9 is to facilitateprovide the Corporation’sCommittee the ability to maintain or preservequalify Awards granted under the Plan as Qualified Performance-Based Compensation. If the Committee, in its Tax Benefits. If any provisiondiscretion, decides to grant a Performance-Based Award to a Covered Employee, the provisions of this ARTICLE XSection 9 shall control over any contrary provision contained in the Plan; provided, however, that the Committee may in its discretion grant Awards to Covered Employees that are based on Performance Criteria or Performance Goals but that do not satisfy the applicationrequirements of this Section 9.

(b)Applicability. This Section 9 shall apply only to those Covered Employees selected by the Committee to receive Performance-Based Awards. The designation of a Covered Employee as a participant for a Performance Period shall not in any manner entitle the participant to receive an Award for the period. Moreover, designation of a Covered Employee as a participant for a particular Performance Period shall not require designation of such Covered Employee as a participant in any subsequent Performance Period and designation of one Covered Employee as a participant shall not require designation of any other Covered Employees as a participant in such provision to any Personperiod or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this ARTICLE X.
10.16 Waiver. With regard to any power, remedy or right provided herein or otherwise available to the Corporation or the Agent under this ARTICLE X, (1) no waiver will be effective unless expressly contained in a writing signed by the waiving party; and (2) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.period.



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(c)Procedures With Respect to Performance-Based Awards. To the extent necessary to comply with the Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to any Award that may be granted to one or more Covered Employees, no later than 90 days following the commencement of any fiscal year in
question or any other designated fiscal period or period of service (or such other time as may be required or permitted by Section 162(m) of the Code), the Committee shall, in writing, (i) designate one or more Covered Employees, (ii) select the Performance Criteria applicable to the Performance Period, (iii) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and (iv) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned by a Covered Employee, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period.

(d)Payment of Performance-Based Awards. Unless otherwise provided in the applicable Award agreement, a participant must be employed by the Company or a Subsidiary on the day a Performance-Based Award for such Performance Period is paid to the participant. Furthermore, a participant shall be eligible to receive payment pursuant to a Performance-Based Award for a Performance Period only if the Performance Goals for such period are achieved. In determining the amount earned under a Performance-Based Award, the Committee may reduce or eliminate the amount of the Performance-Based Award earned for the Performance Period, if in its sole and absolute discretion, such reduction or elimination is appropriate.

(e)Additional Limitations. Notwithstanding any other provision of the Plan, any Award which is granted to a Covered Employee and is intended to constitute Qualified Performance-Based Compensation shall be subject to any additional limitations set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of the Code) or any regulations or rulings issued thereunder that are requirements for qualification as Qualified Performance-Based Compensation as described in Section 162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent necessary to conform to such requirements.

Section 10.Tax Withholding.

(a)Payment By Participant. Each participant shall, no later than the date as of which the value of an Award or of any Stock or other amounts received thereunder first becomes includable in the gross income of the participant for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required by law to be withheld with respect to such income. The Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant.

(b)Payment in Stock. Subject to approval by the Administrator, a participant may elect to have such tax withholding obligation satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due, or (ii) transferring to the Company shares of Stock

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owned by the participant with an aggregate Fair Market Value (as of the date the withholding is effected) that would satisfy the withholding amount due.

Section 11.Transfer, Leave of Absence, Minimum Vesting.

(a)For purposes of the Plan, the following events shall not be deemed a termination of employment: (i) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or (ii) an approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise so provides in writing.

(b)Notwithstanding any other provision of this Plan to the contrary, no Options or Stock Appreciation Rights shall be granted on or after the 2016 Amendment Date that vest (or if applicable, are exercisable) until at least twelve (12) months following the date of grant of the Award; provided, however, that up to five percent (5%) of the Share Reserve (as defined in Section 3(b)) may be subject to Options or Stock Appreciation Rights granted on or after the 2016 Amendment Date which do not meet such vesting (and, if applicable, exercisability) requirements.

Section 12.Amendments and Termination.

The Board may, at any time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. The Board may at any time amend the Plan to provide for the grant of automatic nondiscretionary equity grants to Independent Directors without the requirement to obtain approval from the Company’s stockholders. If and to the extent determined by the Administrator to be required to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to approval by the Company’s stockholders entitled to vote at a meeting of stockholders. Notwithstanding the foregoing, except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other awards or Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights without stockholder approval.

Section 13.
Status of Plan.

With respect to the portion of any Award which has not been exercised and any payments in cash, Stock or other consideration not received by a participant, a participant shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.

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Section 14.
General Provisions.

(a)No Distribution; Compliance With Legal Requirements. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to distribution thereof. No shares of Stock shall be issued pursuant to an Award until all applicable securities law and other legal and stock exchange or similar requirements have been satisfied. The Administrator may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it considers appropriate.

(b)Delivery Of Stock Certificates. Delivery of stock certificates to participants under this Plan shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the participant, at the participant’s last known address on file with the Company.

(c)Other Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued employment with the Company or any Subsidiary.

Section 15.Effective Date of Plan.

This Plan shall become effective when approved by the Company’s stockholders.

Section 16.
Governing Law.

This Plan shall be governed by California law except to the extent such law is preempted by federal law; provided, however, that the Delaware General Corporation Law shall apply to the issuance of Stock and other securities hereunder.


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