Tessera Inc. · NYSE American: HLSQ

Corporate Governance

The Company maintains three standing board committees, each composed solely of independent directors and operating under a written charter reviewed and approved by the Board.

Committee Matrix

Standing committees

Standing committee membership
Director	Audit	Compensation	Nominating & Corporate Governance
Reuven Yeganeh	—	—	—
Liat Bidas	C	—	C
Guy Arieli	M	M	M
Ran Shaked	M	C	—

C = Chair · M = Member · Each standing committee is composed solely of independent directors.

Committees

Committee responsibilities

Audit Committee

Liat Bidas (Chair), Guy Arieli, Ran Shaked

The Audit Committee engages the Company's independent accountants, reviews their independence and performance, and oversees financial reporting, internal control over financial reporting, and compliance with legal and regulatory requirements. The committee reviews the Company's policies regarding risk assessment and risk management, and has oversight of cybersecurity risks. Each member satisfies the additional independence requirements applicable to audit committee members under Rule 10A-3 of the Exchange Act.

Compensation Committee

Ran Shaked (Chair), Guy Arieli

The Compensation Committee oversees the Company's compensation policies and practices, including the risks arising from them, and administers compensation arrangements for executive officers and directors.

Nominating and Corporate Governance Committee

Liat Bidas (Chair), Guy Arieli

The Nominating and Corporate Governance Committee identifies and evaluates director candidates and oversees risks related to the Company's governance policies and practices, including succession planning.

Policies

Governance policies

Committee Charters

Each standing committee operates pursuant to a written charter that is reviewed and assessed for adequacy and submitted to the Board for approval. The charters for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are available on the Company's website.

Code of Business Conduct and Ethics

The Company has adopted a Code of Business Conduct and Ethics applicable to its directors, officers and employees. If the Company makes any substantive amendment to, or grants any waiver from, a provision of the Code applicable to any director or executive officer, it will promptly disclose the nature of the amendment or waiver on its website.

Insider Trading Policy

The Company has adopted insider trading policies and procedures governing the purchase, sale and other dispositions of Company securities by its directors, officers and employees, designed to promote compliance with insider trading laws and the listing standards of NYSE American.

Board Role in Risk Oversight

The Board has overall responsibility for the oversight of risks facing the Company, with a focus on the most significant risks, and administers that role through the Board itself and through its three standing committees.

Stockholder Communications

Stockholders may communicate with the Board or any individual director by sending correspondence to c/o Tessera Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, Attention: Corporate Secretary. Each communication must set forth the stockholder's name and address, the number of shares beneficially owned as of the date of the communication, and the reason for the communication.

Independent Registered Public Accounting Firm

The Audit Committee appointed Barzily & Co., CPAs as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, replacing Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, whose engagement was dismissed effective July 1, 2026.