DEF 14A of Xperi Inc.
Filed Mar 14, 2025 · FY20240000950170-25-039425
Board Nominees
Board Nominees
Board Nominees
| | | Director | Experience/ | Independent | | Committee | Other Company | | Name | Age | Since | Qualification | Yes | No | Memberships | Boards | | Darcy Antonellis | 62 | 2022 | • CEO experience • Public and private company executive • Extensive experience in media technology and content services, media and entertainment industry | | | • Nominating and Corporate Governance Committee Chair • Audit Committee • Compensation Committee | • Cinemark Holdings, Inc. • Bango Plc • Vionlabs AB (private) | | Laura J. Durr | 64 | 2022 | • Public company CFO experience • Extensive accounting and finance expertise • Financial and operational experience in leading Silicon Valley technology companies | | | • Audit Committee Chair • Nominating and Corporate Governance Committee | • NETGEAR, Inc. • Owlet, Inc. | | Jeremi T. Gorman | 47 | 2024 | • Public company executive experience • Extensive digital media, marketing, advertising and entertainment experience | | | • Nominating and Corporate Governance Committee | • GameSquare Holdings, Inc. • Revitate (private) • Women for Women International | | David C. Habiger | 56 | 2022 | • CEO experience • Extensive experience in digital media and entertainment • Director of the Federal Reserve Bank of Chicago | | | • Board Chair • Compensation Committee | • Reddit, Inc. • Boston Scientific Corporation • Enersys | | Jon E. Kirchner | 57 | 2022 | • Public company CEO • Extensive experience in digital media and entertainment | | | None | None | | Roderick K. Randall | 66 | 2024 | • Public and private company executive experience • Extensive experience in telecommunications, wireless, computer-networking and electric vehicle industries | | | • Compensation Committee | • MagLev Aero Inc. (private) • Mavenir Systems Inc. (private) | | Christopher Seams | 62 | 2022 | • Public company executive • Extensive experience in technology industry • Senior member of IEEE | | | • Compensation Committee Chair • Audit Committee • Nominating and Corporate Governance Committee | • ONTO Innovation Inc. |
Proposal 1—Election of Directors
Proposal 1—Election of Directors The Company has adopted a majority vote standard for non-contested director elections and a plurality vote standard for contested director elections. In an uncontested election, where a quorum is present, each director will be elected by the affirmative vote of a majority of votes cast with respect to such director by the shares represented and entitled to vote therefor at the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast, and therefore will have no effect on the outcome of the election of directors. The voting standard is discussed further under the section entitled “Proposal No. 1—Election of Directors—Required Vote and Board of Directors’ Recommendation.”
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
| | Darcy Antonellis Director since 2022 Age 62 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
| | Laura J. Durr Director since 2022 Age 64 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
| | Jeremi T. Gorman Director since 2024 Age 47 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
| | Jon E. Kirchner Director since 2022 Age 57 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
| | Roderick K. Randall Director since 2024 Age 66 |
Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
| | Christopher Seams Director since 2022 Age 62 |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS
CASH COMPENSATION
All Board and committee retainers are paid in equal quarterly installments over the course of each year of a director’s service on the Board or applicable committee. Our Chief Executive Officer does not receive any additional compensation for serving as a director. We reimburse our non-employee directors for reasonable travel and other expenses related to Company meetings. In addition, on an annual basis, each non-employee director who continues to serve as a non-employee director following each annual meeting of stockholders will receive an annual grant of restricted stock units (“RSUs”) covering shares of our common stock under our stockholder-approved equity plan. The number of shares of common stock subject to the RSU award will be determined by dividing (1) $190,000 by (2) the fair market value per share of our common stock on the date of grant. A non-employee director who is initially appointed after any annual meeting of stockholders will receive an RSU award on the date of such director's initial appointment to the Board of Directors equal to the pro-rated amount of the annual grant. These annual RSU awards (or any pro-rated grants for directors initially appointed between annual meetings) will vest on the earlier to occur of the first anniversary of the date of grant or the next annual meeting of stockholders.
2024 DIRECTOR COMPENSATION TABLE
2024 DIRECTOR COMPENSATION TABLE
2024 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Darcy Antonellis | $85,000 | $189,977 | $274,977 | | Laura J. Durr | $81,000 | $189,977 | $270,977 | | Jeremi T. Gorman(2) | $42,000 | $183,728 | $225,728 | | David C. Habiger | $108,000 | $189,977 | $297,977 | | Roderick K. Randall(2) | $43,500 | $183,728 | $227,228 | | Christopher Seams | $88,000 | $189,977 | $277,977 |
2024 DIRECTOR COMPENSATION TABLE
(1) The amounts reflected in this column represent the aggregate grant date fair value for stock awards granted to the non-employee directors in 2024, measured in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, and do not reflect whether the recipient has actually realized a financial benefit from these awards. For the methodology of how the aggregate grant date fair value amount is calculated, please see Note 13 of the Notes to Consolidated Financial Statements included in the Company's 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025. The aggregate number of shares subject to unvested RSU awards outstanding for each non-employee director at December 31, 2024 was: Ms. Antonellis: 21,739; Ms. Durr: 21,739; Ms. Gorman: 22,883; Mr. Habiger: 21,739; Mr. Randall: 22,883; and Mr. Seams: 21,739. None of the non-employee directors held any stock options as of December 31, 2024. (2) Awards for Ms. Gorman and Mr. Randall were prorated pursuant to the current director compensation program (granted on June 10, 2024).
Compensation Philosophy - Pay For Performance
Compensation Philosophy - Pay For Performance We have designed our executive compensation program to reward our executive officers, including the NEOs, in alignment with the overall strategic and financial performance of the Company with the ultimate goal of building long-term stockholder value. We construct our compensation packages to provide remuneration sufficient to attract, retain and motivate our executives to exert their best efforts in the highly competitive environments in which we operate. The compensation of our NEOs is comprised of base salaries, short-term performance-based cash incentives, and long-term incentives delivered in the form of equity awards that are earned over a multi-year period. Our incentive compensation is largely determined by successful performance against key operational and financial measures and is designed to promote long-term stockholder value. In consultation with the Compensation Committee’s independent compensation consultant, Compensia Inc., the Compensation Committee identifies key metrics to measure and evaluate performance: stock price, financial, strategic, and operational metrics. To create a successful link between our performance and our employees’ compensation, including our NEOs, these stock price, financial, strategic, and operational metrics are utilized in the structuring and calculation of Xperi’s incentive compensation, including potential annual cash bonuses and long-term equity award payouts. As a result, our executive compensation program is intended to closely align with our business strategies, reinforce our “pay-for-performance” philosophy, and reflect competitive practices in regard to executive compensation. Our approach to short-term compensation is to pay for current results and strategic actions taken that are expected to translate into improved future financial performance. Combined with our emphasis on long-term equity compensation, we believe this approach appropriately motivates, rewards and retains our executives, while providing strong alignment with our stockholders. We hold our executives to stringent performance standards and, as a result, our executive compensation plans are designed to pay competitively if strategic and financial performance objectives are met and less so if variable pay goals are missed.
Emphasis on Pay-for-Performance Reflected in CEO Compensation
Emphasis on Pay-for-Performance Reflected in CEO Compensation Our Chief Executive Officer’s compensation reflects a strong connection between pay and performance. The table below shows the compensation of our Chief Executive Officer and compares 2024 target compensation versus his earned compensation for 2024. The target compensation chart above includes our CEO’s base salary as of the last day of the fiscal year, the short-term incentive award opportunity at target, and long-term incentive compensation based on the grant date fair value of the underlying equity awards at target, in the case of PSU awards. The earned compensation chart includes the CEO’s actual base salary earned during the fiscal year, the actual bonus award paid, and the vesting date fair market value of the equity awards that vested during the year.
Stockholder Engagement and Focus Areas
| STOCKHOLDER FOCUS AREAS | COMPENSATION DESIGN ELEMENTS | | • Manage equity award usage responsibly | • In 2024, the Company decreased the size of the annual grant pool, reduced the pool of employees eligible for equity awards and limited it to more senior employees, and changed its general practice of granting awards as part of a promotion. | | • Provide more information regarding the Company's peer group | • We have enhanced our proxy statement’s disclosures regarding the Company’s peer group companies. | | • Leverage performance-based equity awards to further align performance and executive compensation | • In 2024, 60% of the equity awards granted to the CEO, and 50% of the awards granted to the other NEOs, were PSUs with performance targets based on stock price performance and Adjusted EBITDA, two key corporate metrics. | | • Provide more information regarding executive compensation policies, generally | • The Company has provided increased disclosure regarding our program, policies and terms of both cash and incentive compensation provided to the non-employee members of our Board and our NEOs. |
Stockholder Engagement and Focus Areas
| WHAT WE DO | | WHAT WE DON’T DO | | | | Pay for Performance: We link pay to performance and stockholder interests by heavily weighting target total direct compensation to the achievement of strong financial performance and a balanced mix of performance metrics established in advance by the Compensation Committee. A significant portion of target total direct compensation is “at risk” based on the Company’s performance to align the interests of our executive officers with those of our stockholders. | | No Tax Gross-Ups: We do not provide tax payments, reimbursements or “gross-ups” to our NEOs for excess parachute payments or other benefits. | | | Independent Compensation Advisor: The Compensation Committee selects and engages its own independent compensation consultant. | | No “Single Trigger” Severance Payments: We do not provide “single trigger” severance payments payable solely in the event of a change of control event of the Company. | | | Thoughtful Peer Group Analysis: The Compensation Committee reviews external competitive market data when making compensation decisions and regularly reviews our peer group with its independent compensation consultant. | | No Substantial Perquisites: We do not generally provide special perquisites for our executives, such as club memberships, supplemental executive retirement plans or supplemental executive health benefits. | | | Compensation Committee Independence and Experience: The Compensation Committee is comprised solely of independent directors who have extensive experience. | | No Hedging in Company Securities: Our employees, executives and directors are prohibited from engaging in any hedging transaction with respect to Company equity securities (vested or unvested). | | | Stock Ownership Guidelines: Executives and non-employee directors are subject to stock ownership guidelines equal to a multiple of their respective annual base salaries (5x for the CEO and 1.5x for other executives) or Board retainers (3x for directors). | | No Pledging of Company Securities: Our employees, executives and directors are prohibited from pledging Company securities. | | | “Clawback” Policy: Our clawback policy provides that our Compensation Committee or Board of Directors will require the recovery or reimbursement of specified incentive compensation from a current or former executive officer in the event of restatement of the Company’s financial results to correct material noncompliance with any financial reporting requirement under federal securities laws. | | No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses or uncapped incentives under our annual bonus plan. | | | Negative Discretion: The Compensation Committee has the right to exercise negative discretion over executive incentive plan payments. | | No Re-Pricing or Discounted Options / SARs: We do not re-price underwater awards and do not provide discounted stock options or stock appreciation rights. The Company’s 2022 Equity Incentive Plan prohibits the repricing of stock options or stock appreciation rights without stockholder approval. | | | Multi-Year Vesting Requirements: Equity awards granted to our executive officers are earned and/or vest over multi-year periods, consistent with market practice and our retention objectives. | | No Dividends Paid or Accrued on Equity Awards Prior to Vesting | | | Active Stockholder Engagement Program: We proactively engage with our stockholders on various topics, including executive compensation. | | |
2024 Summary Compensation Table
2024 Summary Compensation Table The table below sets forth, for the fiscal years ended December 31, 2024 and 2023, the compensation paid to our NEOs.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total($) | | Jon E. Kirchner | 2024 | 750,000 | 5,287,694 | 450,000 | 11,358 | 6,499,052 | | Chief Executive Officer | 2023 | 750,000 | 8,799,977 | 442,500 | 10,944 | 10,003,421 | | Robert Andersen | 2024 | 450,000 | 2,089,095 | 202,500 | 11,358 | 2,752,953 | | Chief Financial Officer | 2023 | 447,500 | 3,167,093 | 200,205 | 10,944 | 3,825,742 | | Geir Skaaden | 2024 | 450,000 | 2,308,992 | 175,500 | 11,358 | 2,945,850 | | Chief Products and Services Officer | 2023 | 450,000 | 3,386,825 | 248,805 | 10,944 | 4,096,574 |
2024 Summary Compensation Table
(1) The dollar amount reported in the Stock Awards column is equal to (i) the aggregate grant-date fair value of the RSUs and PSUs granted to the NEOs during each reported fiscal year, and (ii) the incremental fair value as of April 26, 2023 of the PSUs granted in 2022 (the “2022 PSUs”) as the Company modified certain vesting conditions related to the 2022 PSUs in accordance with the Separation under the Employee Matters Agreement (the “EMA”), in each case, calculated in accordance with FASB ASC Topic 718 without taking into account any estimated forfeitures related to service-vesting conditions. The assumptions used in the calculation of the FASB ASC Topic 718 grant-date fair value of each such award are set forth in Note 13 of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 27, 2025. The assumptions used in the calculation of the award modifications described above in clause (ii) for the 2022 PSUs tied to market conditions, as determined utilizing the Monte-Carlo valuation model, were as follows: expected life of 2.0 years, risk-free interest rate of 3.8%, dividend yield of 0%, and expected volatility of 44.6%. For time-based RSUs, the grant-date fair value was determined using the closing share price of the Company’s common stock on the date of grant. For PSUs that vest based on company-designated performance targets, the grant-date fair value (or incremental fair value as of the date of modification with respect to the 2022 PSUs) was determined using the closing share price of the Company’s common stock on the date of grant (or the date of modification), as adjusted based on the probability of achievement on the date of grant (or the date of modification, as applicable). For the PSUs granted in 2023 and 2024 based on company-designated performance targets, the probability was deemed to be achievable at 100% levels on the date of grant (and as of the date of modification, if applicable). The grant-date fair value (or incremental fair value as of the date of modification) of PSUs that vest based on Company stock price appreciation was estimated utilizing the Monte-Carlo valuation model, using the fair value of the Company’s common stock with the effect of market conditions on the date of grant (or the date of modification), and assumes the performance goals will be attained. The grant-date fair values of the PSUs reflected in the table above assuming maximum attainment of the performance goals are as follows:
2024 Summary Compensation Table
| | Grant Date Fair Value at Maximum Attainment ($) | | | | NEO | 2024 PSUs | March 2023 PSUs | July 2023 PSUs | | Jon E. Kirchner | 6,656,974 | 7,001,396 | 2,868,145 | | Robert Andersen | 2,218,982 | 2,541,475 | 649,950 | | Geir Skaaden | 2,452,551 | 2,732,789 | 657,733 |
2024 Summary Compensation Table
(2) Represents the annual cash incentive compensation earned by the NEOs with respect to the applicable year, which was based on the level of attainment of corporate performance goals payable under our annual bonus plan, which we refer to as our MBO Plan. The amounts in the “All Other Compensation” column for fiscal year 2024 consist of the following payments and benefits paid by the Company to or on behalf of each NEO: Section 401(k) plan employer match - $10,350; life insurance premiums - $1,008.
2024 Summary Compensation Table
| XPERI - Proxy Statement | 41 |
2024 Outstanding Equity Awards at Fiscal Year-End Table
2024 Outstanding Equity Awards at Fiscal Year-End Table The table below sets forth information concerning the number and value of unexercised stock options and unvested stock awards of Xperi Inc. held by the NEOs at December 31, 2024:
2024 Outstanding Equity Awards at Fiscal Year-End Table
| Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Jon E. | 3/1/2021 | — | — | — | — | 10,962 | 112,580 | — | — | | Kirchner | 4/29/2022 | — | — | — | — | 21,650 | 222,346 | 229,861 | 2,360,672 | | | 3/1/2023 | — | — | — | — | 129,367 | 1,328,599 | 258,736 | 2,657,219 | | | 7/26/2023 | — | — | — | — | — | — | 133,000 | 1,365,910 | | | 3/1/2024 | — | — | — | — | 173,704 | 1,783,940 | 260,557 | 2,675,920 | | Robert | 3/1/2021 | — | — | — | — | 4,745 | 48,731 | — | — | | Andersen | 4/29/2022 | — | — | — | — | 13,230 | 135,872 | 60,202 | 618,275 | | | 3/1/2023 | — | — | — | — | 70,440 | 723,419 | 93,920 | 964,558 | | | 7/26/2023 | — | — | — | — | — | — | 30,000 | 308,100 | | | 3/1/2024 | — | — | — | — | 86,852 | 891,970 | 86,852 | 891,970 | | Geir | 3/1/2021 | — | — | — | — | 6,643 | 68,224 | — | — | | Skaaden | 4/29/2022 | — | — | — | — | 14,434 | 148,237 | 65,675 | 674,482 | | | 3/1/2023 | — | — | — | — | 75,741 | 777,860 | 100,990 | 1,037,167 | | | 7/26/2023 | — | — | — | — | — | — | 30,500 | 313,235 | | | 3/1/2024 | — | — | — | — | 95,994 | 985,858 | 95,994 | 985,858 |
2024 Outstanding Equity Awards at Fiscal Year-End Table
(1) Each RSU award vests as follows: 25% of the shares subject to the equity awards will vest annually following the grant date, to the extent the NEO continues in service as an employee, consultant or director of the Company on the vesting dates. All time-based RSU awards are subject to acceleration of vesting pursuant to agreements entered into with the respective NEO as described and referenced below in the “Employment Contracts, Termination of Employment Arrangements, and Change of Control Arrangements” section. Equity awards listed for Messrs. Kirchner, Andersen and Skaaden with a grant date prior to October 1, 2022 were granted by the Former Parent. In connection with the Separation, each award was converted into either both Xperi and Former Parent equity awards or an equity award of only Xperi stock, with certain adjustments to the underlying shares and terms of outstanding awards to preserve the aggregate intrinsic value of each award immediately after the Separation when compared to the aggregate intrinsic value immediately prior to the Separation. For all pre-Separation awards, this table reflects the converted Xperi RSU awards under the Xperi 2022 Equity Incentive Plan. (2) This market value is based on the December 31, 2024 closing price (the last trading day in 2024) of our common stock of $10.27 per share as reported by the New York Stock Exchange. (3) Represents PSU awards granted to the NEOs with a three-year performance period, and an 18-month performance period solely for the PSUs with a grant date of July 26, 2023. The value and the vesting of such PSUs are generally linked to one or more performance goals and/or certain market conditions determined by the Company, or prior to the Separation, the Former Parent, in each case on a specified date or over 18 months or three years, and may range from zero to 200% of the target number of shares under the award (and from zero to 150% of the target number of shares solely for the July 2023 PSUs). The PSUs are reported in the table above based on achieving “target” performance. The PSUs are subject to acceleration of vesting pursuant to agreements entered into with the NEOs as described below in the “Employment Contracts, Termination of Employment Arrangements and Change of Control Arrangements” section. Narrative Discussion of Compensation Tables