DEF 14A of XPEL, Inc., Apr 30, 2026

DEF 14A of XPEL, Inc.

Filed Apr 30, 2026 · FY20250001767258-26-000020

Open on EDGAR

  1. PROPOSAL ONE ELECTION OF DIRECTORS

    PROPOSAL ONE ELECTION OF DIRECTORS Directors are elected annually. Any nominee who is elected to serve as a director at our 2026 Annual Meeting of Stockholders will be elected to serve a term of one year and is expected to hold office until the 2027 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Similarly, any director who is appointed to fill a vacancy on the Board will serve until the next annual meeting of stockholders after his or her appointment and until his or her successor is elected and qualified. Each nominee has consented to being named as such, if elected. Other than Mr. Thornton, each director has served as a director since the beginning of 2025. Mr. Thornton was appointed to serve as a director as of April 23, 2026. Assuming the presence of a quorum, the nominees for director who receive the most votes will be elected. The proxy card provides a means for stockholders to vote for or to withhold authority to vote for the nominees for director. If a stockholder executes and returns a proxy, but does not specify how the shares represented by such stockholder’s proxy are to be voted, such shares will be voted FOR the election of the nominees for director. Non-votes are not considered votes cast “for” or “withhold” with respect to this proposal at the Annual Meeting and will have no effect on the election of directors. The Board of Directors recommends a vote “FOR” the election of the nominees to the Board of Directors.

  2. Board of Directors and Executive Officers

    Board of Directors and Executive Officers The following table sets forth the names, ages, and positions of the executive officers and directors of XPEL.

  3. Board of Directors and Executive Officers

    | Name and Municipality of Residence | Age | Office | | Ryan L. Pape San Antonio, Texas | 45 | Chairman of the Board, President and Chief Executive Officer and Director | | Barry R. Wood San Antonio, Texas | 63 | Senior Vice President and Chief Financial Officer | | Stacy L. Bogart Edina, Minnesota | 62 | Director | | Richard K. Crumly Austin, Texas | 69 | Director | | Michael A. Klonne Miramar Lakes, Florida | 74 | Director | | John F. North Tampa, Florida | 48 | Director | | Mark A. Thornton Cincinnati, Ohio | 51 | Director |

  4. Directors

    Directors Ryan L. Pape, see above. Stacy L. Bogart has been a director since March 23, 2022. Ms. Bogart is the Senior Vice President, General Counsel, Secretary and Corporate Responsibility of Winnebago Industries, Inc. and President, Winnebago Industries Foundation. Ms. Bogart joined Winnebago Industries in January 2018 as Vice President, General Counsel and Secretary and was appointed Senior Vice President, General Counsel, Secretary and Corporate Responsibility and President, Winnebago Industries Foundation in October 2020. Prior to joining Winnebago Industries, Ms. Bogart was Senior Vice President, General Counsel and Compliance Officer, Corporate Secretary at Polaris Industries Inc., a manufacturer and marketer of powersports products, where she joined in November 2009. Previously, Ms. Bogart was General Counsel of Liberty Diversified International; Assistant General Counsel and Assistant Secretary at The Toro Company; and a Senior Attorney for Honeywell International, Inc. Ms. Bogart is an accomplished business executive with broad experience in both private and public companies. Her career is marked with roles of progressing scope, complexity, and responsibility. She serves as a strategic business partner and advisor with demonstrated ability to attract, develop, and motivate talent to achieve business excellence. She is known for partnering with senior management to achieve long-term strategic transformational goals, working with public company Board of Directors, corporate governance, corporate social responsibility, risk management, strategy, and mergers and acquisitions. We believe that Ms. Bogart’s experience and qualifications provide valuable skills to our Board. Richard K. Crumly has been investing in start-up companies and other entrepreneurial ventures for more than 30 years. He has been involved in ventures ranging from consumer products to telecommunications – from start-up to the transition to the public marketplace. Mr. Crumly also has years of experience investing in various real estate ventures, from raw land to developed properties. He graduated from Trinity University in San Antonio with a Bachelor of Science. Mr. Crumly has served on the Board since 2010. We believe that Mr. Crumly’s qualifications to serve on our Board include his entrepreneurial experience and broad investment background. Mr. Crumly is also a beneficial owner of approximately 5.1% of our common stock. Michael A. Klonne built a successful career from entry level sales to President and CEO. From 1993 to 1996, Mr. Klonne played a major part in the growth of Findley Adhesives from a $20 million, regional company to a $300 million global company leading to the ultimate sale of the company to Bostik, S.A. From 1996 to 2010, Mr. Klonne served as Chief Executive Officer of Bostik, Inc., a global adhesive specialist in construction, consumer and industrial markets, helping grow Bostik, Inc.’s revenue to $1 billion with over 1,000 employees at 20 sites across North America, Latin America, Europe and Asia. He received his Bachelor of Science in Business Education at the University of Cincinnati, and his Master of Business Administration from Duke University. Since 2013, Mr. Klonne has been serving as an industry leading consultant in the adhesives and polymers industries. His clients have included private equity firms, top global consumer companies and other industry leaders. Mr. Klonne is also active in the support of non-profit education startup companies and schools. Mr. Klonne also serves as board chair for the Right Step, Inc., a 501(c)(3) Choice School in Milwaukee, Wisconsin and as a member of the Board of Directors of Direct Biologics, LLC, a private manufacturer of regenerative biologic products. Mr. Klonne has served on the Board since 2017. We believe that Mr. Klonne’s qualifications to serve on our Board include his broad and deep senior level experience in the products and sales industry as well as his general business acumen. John F. North has been a director of XPEL since August 2023. Mr. North currently serves as the Chief Financial Officer of Grindr (NYSE: GRND). Prior to that, between September 2022 and September 2024, Mr. North served as the Chief Executive Officer and director of Lazydays Holdings, Inc. (Nasdaq: GORV), an operator of recreational vehicle (“RV”) dealerships across the U.S. Prior to that, between October 2020 and September 2022, Mr. North served as senior vice president and chief financial officer at Copart, Inc. (Nasdaq: CPRT), a leading provider of online auctions and vehicle remarketing services. Prior to that, from March 2019 to August 2020, Mr. North served as the chief financial officer of Avis Budget Group, Inc. (Nasdaq: CAR), a global leader in car and truck rental and on-demand car sharing,. Prior to joining Avis Budget Group, Inc., Mr. North served for 17 years in a variety of leadership roles with Lithia Motors, Inc. (NYSE: LAD), a publicly traded auto retailer, including as chief financial officer from January 2017 to March 2019, and before that, as chief accounting officer from January 2016 to December 2016. Mr. North also serves as a board member of AutoCanada, an automotive dealership group in Canada. Mr. North earned his B.S. in Finance from Santa Clara University in 1998. He is a Certified Public Accountant and a CFA Charterholder. Mr. North’s current position along with his prior management experience with his former position as Chief Executive Officer of Lazydays Holdings, Inc. and Chief Financial Officer of Copart, Avis Budget Group and Lithia Motors and his broad knowledge of the automotive industry are important qualifications for the Board. Mark A. Thornton has been a director of XPEL since April 23, 2026. Mr. Thornton is a seasoned executive with more than 28 years of experience with The Procter & Gamble Company. For nearly half that time, Mr. Thornton has worked internationally, including in three critical growth markets: China, Europe, and the United States. Mr. Thornton currently serves as Vice President, Global Baby Care, Feminine Care, and Family Care Quality Assurance. Mr. Thornton specializes in innovation, strategy, product development, consumer research, and materials science. Earlier in his career, Mr. Thornton led P&G’s largest brand, Pampers, across the Asia-Pacific region, where he helped build the China business from the ground up. In his role, Mr. Thornton has established local manufacturing capabilities, launched a new product portfolio, and drove competitive gains that returned the business to growth in one of the world’s most challenging consumer markets. Mr. Thornton’s extensive executive experience and his knowledge of international markets, particularly China, provide the Board with important qualifications for the Board.

  5. 2025 Executive Compensation Elements

    | 2025 PAY ELEMENTS | | | | | | | | | Base Salary (1) | Target Annual Bonus (2) | Restricted Stock Units/Performance Shares | Total Compensation Mix (3) | | CEO | | 22% | 20% | 58% | 22% fixed / 78% variable | | Other NEOs (Average) | | 40% | 20% | 40% | 40% fixed / 60% variable | | (1) | Annual base salary rate set by the Compensation Committee effective January 1, 2025. | | | | | | (2) | Calculated at the target level of performance. | | | | | | (3) | Variable compensation includes annual incentive compensation, restricted stock units and performance stock units.. | | | | |

  6. 2025 Executive Compensation Elements

    | | | PERFORMANCE GOALS | | | Actual Result (1) | Resulting Payout | | Measure | | Threshold (0% payout) | Target (100% payout) | Stretch (200% payout) | | | | Gross Revenues (50% weight) | | | | | | | | | (in $millions) | $416.6 | $462.9 | $509.2 | $476.2 | 129% | | Earnings Per Share (50% weight) | | | | | | | | | (in $) | $1.75 | $1.94 | $2.13 | $1.98 | 121% |

  7. 2025 Executive Compensation Elements

    (1)For the purposes of calculating the bonus amount, results were adjusted to exclude the impact of executive officer and Board of Directors’ cash and stock compensation that was not considered in derivation of performance goals. In addition, performance results were adjusted to exclude the impact of certain extraordinary vendor price increases that were out of the control of the Company, which management was able to reduce by seeking alternate supply sources. The Compensation Committee believes the 2025 annual bonus plan aligns pay for performance and the interests of management with stockholders. The table that follows shows the calculation of the bonus payouts achieved for the Named Executive Officers for 2025, which are disclosed in the Summary Compensation Table. The 2025 annual bonus payments were paid in March 2026. Please refer to the Grants of Plan-Based Awards Table for additional information regarding the annual bonus plan.

  8. 2025 Executive Compensation Elements

    | ANNUAL CASH BONUS | | | | | | | Name | 2025 Base Salary ($) | Target Payout (% Salary) | Target Bonus Payout ($) | Bonus Earned (% Target) | 2025 Bonus Payout ($) | | Ryan L. Pape | $562,000 | 90% | $505,800 | 124.5% | $629,721 | | Barry Wood | $395,000 | 50% | $197,500 | 124.5% | $245,888 |

  9. 2025 Executive Compensation Elements

    Long-Term Incentive Compensation. At the 2020 Annual Meeting, the Company’s stockholders approved the 2020 XPEL, Inc. Equity Incentive Plan (which was amended in 2023), which we refer to as the 2020 Plan. A total of 550,000 shares of common stock are currently reserved for issuance under the 2020 Plan. Under the 2020 Plan, the Compensation Committee may grant stock options, restricted stock, restricted stock units, or RSUs, and performance units, or PSUs or performance shares to our executive officers and non-employee directors. Our Board of Directors believes that our success depends, in large part, on our ability to maintain a competitive position by: attracting and retaining the best available personnel for positions of substantial responsibility; providing effective incentives to employees, directors and consultants; and promoting the success of the Company’s business. We believe that a stock-based compensation program is central to this objective. Grants in 2025 consisted of two components: RSUs and PSUs. The Compensation Committee believes the form of these equity awards and the 50%/50% target weighting appropriately balances ensuring executives have meaningful, long-term equity ownership, promoting stock price-based and financial-based achievements, and aligning the interests of the NEOs with the Company’s risk profile and interests of our shareholders. The RSUs vest ratably over a four-year period and are forfeited if employment ends before vesting, with limited exceptions. The PSUs cliff vest at the end of a three-year performance period and are forfeited if employment ends before vesting, with limited exceptions. The table below shows the performance metrics and goals for the grants made in 2025:

  10. 2025 Executive Compensation Elements

    | | | PERFORMANCE GOALS | | | | Measure | | Threshold (50% payout) | Target (100% payout) | Stretch (200% payout) | | 3-Year Cumulative Revenue (50% Weighting) | | | | | | | Revenue (000’s) (FY25-27) | $1,433.2 | $1,522.5 | $1,582.3 | | 3-Year Cumulative Earnings Per Share (50%Weighting) | | | | | | | Earnings Per Share (FY25-27) | $6.24 | $6.83 | $7.52 |

  11. 2025 Executive Compensation Elements

    | Named Executive Officer | 2025 LTIP Target in $(1) | 2025 LTIP Target as % of Base Salary | | Ryan L. Pape | $1,500,000 | 267% | | Barry R. Wood | $400,000 | 101% |

  12. 2025 Executive Compensation Elements

    | What We Do | What We Don’t Do | | ✓ Grant compensation that is primarily at-risk and variable ✓ Subject short-term incentive compensation to measurable and rigorous goals ✓ Use an independent compensation consultant ✓ Cap annual cash incentive payments at 150% of target to mitigate excessive risk taking ✓ Provide competitive compensation that is compared against an industry peer group ✓ A robust clawback policy | × Provide excessive severance benefits × Reprice stock options × Provide excessive perquisites × Allow hedging or pledging of Company stock × Provide tax gross-ups on any forms of compensation or benefits × Provide “single trigger” change in control payments × Provide supplemental executive retirement plans |

  13. 2025 Executive Compensation Elements

    Independent Consultant. The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee engaged FW Cook to review our executive compensation programs and to assess our executive officers’ base salaries, annual incentives, and long-term incentive practices from a competitive standpoint. The Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and the corporate governance rules of The Nasdaq Stock Market and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee. FW Cook has assisted the Compensation Committee in defining the appropriate market of our peer companies for executive compensation and practices and in benchmarking our executive compensation program against the peer group. Peer Group and Benchmarking. During 2025, FW Cook provided the Compensation Committee with an updated analysis of base salary, target bonus, target total cash, long-term incentive value and design and target total compensation for executives of diversified consumer product companies with comparable business characteristics to the Company. In performing this analysis, FW Cook used a peer group of 14 companies, which was reviewed and approved by our Compensation Committee. The peer group consisted of the following companies:

  14. 2025 Executive Compensation Elements

    The Compensation Committee used the peer group compensation data as one of several factors in determining appropriate compensation parameters for base salary, variable cash compensation and equity-based, long-term incentives. The Compensation Committee also considers broader market benchmark data from nationally recognized third-party compensation surveys and the input of our CEO and the Compensation Committee's independent consultant. The Compensation Committee’s executive compensation decisions are made on a case-by-case basis, and specific benchmark results do not, in and of themselves, determine individual target compensation decisions.

  15. Equity Grant Practices

    Equity Grant Practices Equity grants to our NEOs and other members of the senior leadership team occur annually on or around March 1 after the issuance of our Annual Report on Form 10-K. The Compensation Committee works with the independent consultant to determine and recommend to the Board the amount of equity grants to the NEOs and other members of the senior leadership team. The Compensation Committee and the Board of Directors consider if any equity grantee is in possession of material non-public information ("MNPI") prior to approving the grant. If the Board of Directors determine that any grantee is in possession of MNPI, the equity grant timing will be delayed. Other Benefits. The Company provides certain benefits to executive officers that are also generally available to employees, including medical, dental, vision and life insurance coverage and 401(k) matching contributions; however, the Compensation Committee in its discretion may revise, amend or add to these benefits. Tax and Accounting Considerations. We have not provided or agreed to provide any of the Company’s executive officers or directors with a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes additional significant taxes on the individual in the event that an employee, director or service provider receives “deferred compensation” that is not exempt from or does not meet the requirements of Section 409A. For the Company’s financial statements, cash compensation, such as salary and bonus, is expensed and for income tax returns, cash compensation is generally deductible except as set forth below. For equity-based compensation, we expense the fair value of such grants over the requisite service period. Section 162(m) of the Internal Revenue Code (Section 162(m)) generally disallows a tax deduction to public companies for compensation in excess of $1 million paid to certain “covered employees” in any single year. The Compensation Committee believes that stockholder interests are best served if it retains maximum flexibility to design executive compensation programs that meet stated business objectives. For these reasons, the Compensation Committee, while considering tax deductibility as a factor in determining executive compensation, may not limit such compensation to those levels that will be deductible. Compensation Risk Assessment. The Compensation Committee considers and evaluates risks related to the Company’s cash and equity-based compensation programs and practices as well as evaluates whether the Company’s compensation plans encourage participants to take excessive risks that are reasonably likely to have a material adverse effect on the Company. Consistent with SEC disclosure requirements, the Compensation Committee has worked with management and its independent consultant to assess compensation policies and practices for Company employees and has concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Compensation Clawback Policy. In August 2023, we adopted our clawback policy (the "clawback policy"), which includes a mandatory recovery element applicable to our current and former Section 16 officers to comply with the incentive-based compensation recovery provisions of the Dodd-Frank Act and the Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of certain accounting restatements. The clawback policy was included as Exhibit 97.1 to XPEL’s Annual Report on Form 10-K for the year ended December 31, 2025. Stock Ownership Guidelines. On August 3, 2023, XPEL's Board established stock ownership guidelines to strengthen the alignment of named executive officers interests with those of stockholders. The stock ownership guidelines may be satisfied by owning shares of XPEL common stock and by unvested RSU grants. Under the guidelines below, each NEO is precluded from selling any shares of our common stock until the NEO satisfies the ownership guidelines set forth in the following table.

  16. Equity Grant Practices

    | Named Executive Officer | Ownership Guideline | Ownership Guideline at December 31, 2025 (# of Shares) (1) | Current Ownership (Share and/or Share Equivalent) | Current Ownership (Multiple of Guideline) (1) | | Ryan L. Pape | 6x annual base salary | 67,562 | 1,083,776 | 16.0x | | Barry R. Wood | 1x annual base salary | 7,914 | 30,921 | 3.9x |

  17. Equity Grant Practices

    (1) The market value of Company stock was calculated based on the closing price of XPEL’s common stock on December 31, 2025 of $49.91.

  18. Summary Compensation Table

    Summary Compensation Table

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | | Ryan L. Pape | 2025 | 562,000 | — | 1,500,000 | 629,721 | — | 2,691,721 | | Chairman of the Board | 2024 | 562,000 | — | 1,500,000 | 152,766 | — | 2,214,766 | | and President and CEO | 2023 | 532,068 | — | 1,250,000 | 250,604 | 12,000 | 2,044,672 | | Barry R. Wood | 2025 | 395,000 | — | 400,000 | 245,888 | — | 1,040,888 | | Senior Vice President and CFO | 2024 | 395,000 | — | 400,000 | 53,685 | — | 848,685 | | | 2023 | 373,491 | — | 400,000 | 117,276 | 12,000 | 902,767 |

  20. Summary Compensation Table

    (1) The amounts in this column reflect the aggregate grant date fair value of stock awards granted during a given year to the named executive officer calculated in accordance with FASB ASC Topic 718. See Note 13 to the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission for a discussion of all assumptions made in the calculation of this amount. Included in the amounts in this column is the sum of the grant date fair values of performance share units ("PSUs"). The 2025 PSUs will be earned based on the Company's achievement of three-year cumulative revenue goals (50%) and three-year cumulative earnings per share goals. The PSUs are accounted for as equity awards. The 2025 stock award amounts include the following grant date fair values of the PSUs: Mr. Pape: $750,000 and Mr. Wood: $200,000. The grant date values of the PSUs, assuming the maximum number of shares would be earned at the end of the three-year period would have been: Mr. Pape: $750,000 and Mr. Wood: 200,000. (2) The amount in this column reflect annual cash incentive compensation earned under our Annual Bonus Plan. Please see the discussion under “Compensation Discussion & Analysis – Elements of Executive Compensation – Annual Bonuses” for more information. (3) Consists of Company paid health insurance premiums which was discontinued in 2024. None of our named executive officers has an employment agreement.

  21. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information with regard to grants of non-equity incentive compensation and all other stock and option awards to our named executive officers in 2025.

  22. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payments Under Equity Incentive Awards (2) | | | All Other Stock Awards Number of Shares or Units (3) (#) | Grant Date Fair Value of Stock and Option Awards (4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Ryan L. Pape | | — | 505,800 | 758,700 | | | | | | | | 03/01/2025 | | | | 11,217 | 22,434 | 44,868 | 22,434 | 1,500,000 | | Barry R. Wood | | — | 197,500 | 296,250 | | | | | | | | 03/01/2025 | | | | 2,991 | 5,982 | 11,963 | 5,982 | 400,000 |

  23. Grants of Plan-Based Awards

    | (1) Reflects awards under the Annual Bonus Plan. Please see the discussion under “Compensation Discussion & Analysis – Elements of Executive Compensation – Annual Bonuses” for more information. Please also refer to column 5 of the Summary Compensation Table. | | (2) Reflects threshold, target and maximum PSUs granted to our NEOs in 2025, which will vest in March 2028. The actual number of units that vest will range between 0% and 200% of target, depending on actual performance during the measurement period. | | (3) Represents shares of common stock to be received upon vesting of Restricted Stock Units. Subject to vesting conditions granted under the 2020 Plan, these units vest annually in four equal installments beginning on the first anniversary of the grant. | | (4) Represents the grant date fair value determined pursuant to FASB ASC Topic 718, based on the closing price of our common stock on the applicable grant date. The closing price of our common stock on March 1, 2025 was $33.43 per share. See Note 13 to the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission for a discussion of all assumptions made in the calculation of this amount. |

  24. Outstanding Equity Awards At Fiscal Year End

    Outstanding Equity Awards At Fiscal Year End The following table provides information concerning outstanding equity awards at December 31, 2025 for our named executive officers.

  25. Outstanding Equity Awards At Fiscal Year End

    | Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Been Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) ($) | | Ryan L. Pape | 39,852 (2) | 1,989,010 | 44,660 (3) | 2,228,978 | | Barry R. Wood | 10,572 (2) | 527,631 | 12,334 (3) | 615,572 |

  26. Outstanding Equity Awards At Fiscal Year End

    ______________________________________ (1) The market value was calculated based on the closing price of XPEL’s common stock on December 31, 2025 of $49.91 per share multiplied by the number of shares of stock that had not vested as of December 31, 2025. (2) These awards consist of RSUs granted under the Company's 2020 Equity Incentive Plan. Subject to each recipient's continued service through each vesting date, shares or units of stock that have not vested include the following: •28,416 units that will vest in four equal installments on each anniversary of March 1, 2025. •13,553 units that will vest in three equal installments on each anniversary of March 1, 2024. •4,623 units that will vest in two remaining installments on each anniversary of June 19, 2023 •3,832 units that will vest on one final installment on the anniversary of September 7, 2022 (3) These awards consist of PSUs granted under the Company's 2020 Equity Incentive Plan. Each PSU converts into one share of common stock if target levels of performance are achieved, but may ultimately convert into a larger or smaller amount of stock depending upon actual performance achieved over the relevant three-year performance period. Subject to each recipient's continued service through each vesting date, and performance achieved, shares or units of stock that have not vested include the following: •28,416 units that will “cliff” vest on March 1, 2028. •18,068 units that will "cliff" vest on March 1, 2027. •10,510 units that will "cliff" vest on June 19, 2026.

  27. Option Exercises And Stock Vested

    Option Exercises And Stock Vested There were no exercises of stock options by any named executive officers during the fiscal year ended December 31, 2025. A total of 12,756 RSUs awarded in 2021, 2022, 2023 and 2024 had vested as of December 31, 2025. The following table provides information concerning exercises of stock options and vesting of other stock awards by our named executive officers during the fiscal year ended December 31, 2025.

  28. Option Exercises And Stock Vested

    | Stock Awards | | | | Name | Number of Shares Acquired on Vesting (1) # | Value Realized on Exercise (2) $ | | Ryan L. Pape | 9,334 | 346,146 | | Barry R. Wood | 3,426 | 128,809 |

  29. Option Exercises And Stock Vested

    _________________________

  30. Option Exercises And Stock Vested

    | (1) The number of shares reported includes shares that were surrendered during the year to satisfy taxes upon the vesting of restricted stock units. | | (2) Reflect the gross number of shares acquired on vesting multiplied by the closing market price of the Company’s common stock on the vesting date. Includes the value of shares surrendered to satisfy taxes upon the vesting of restricted stock awards. |

  31. Pension Benefits

    Pension Benefits XPEL does not sponsor any pension benefit plans and none of the named executive officers contribute to such a plan.

  32. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation XPEL does not sponsor any non-qualified defined compensation plans or other non-qualified deferred compensation plans and none of the named executive officers contribute to any such plans.

  33. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under the terms of the XPEL, Inc. 2020 Equity Incentive Plan, which we refer to as the 2020 Plan, in the event of a Change in Control (as defined below), in the event that (i) with respect to awards assumed by the surviving entity of the Change in Control (the “Surviving Entity”) or otherwise equitably converted or substituted in connection with a Change in Control, in the event of an NEO’s death or disability or in the event an NEO’s employment is terminated by the Surviving Entity (for reasons other than Cause (as defined below) or if an NEO voluntarily terminates his or her employment for Good Reason (as defined below)) within 24 months following a Change in Control, or (ii) the 2020 Plan is terminated by the Surviving Entity or an affiliate of the Surviving Entity following a Change in Control without provision for the continuation of outstanding awards or equitable conversion or substitution of such award in connection with the Change in Control in a manner approved by the Compensation Committee, all awards which have not otherwise expired shall be Accelerated (as defined below). Under the terms of the 2020 Plan: “Accelerated” means, with respect to any named executive officer, or NEO: (A) any and all options shall become fully vested and immediately exercisable, and shall remain exercisable throughout their entire term; and (B) any restriction periods and restrictions imposed on restricted stock, restricted stock units, performance shares, performance units and other share-based awards shall lapse and with respect to awards with performance-based vesting, unless specifically provided otherwise under the applicable award agreement, a Company policy applicable to the NEO or other written agreement between the NEO and the Company, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. “Cause” means, in the absence of an award agreement or employment or service agreement with the NEO otherwise defining Cause, (i) an NEO’s conviction of or indictment for any crime (whether or not involving the Company or any parent or subsidiary of the Company) (A) constituting a felony or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of the NEO’s duties to the Company or any Parent or Subsidiary of the Company, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company or any Parent or Subsidiary of the Company; (ii) conduct of an NEO, in connection with his employment or service, that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company or any parent or subsidiary of the Company; (iii) any material violation of the policies of the Company or any parent or subsidiary of the Company including, but not limited to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company or any parent or subsidiary of the Company; (iv) willful neglect in the performance of a NEO’s duties for the Company or any parent or subsidiary of the Company or willful or repeated failure or refusal to perform such duties; (v) acts of willful misconduct on the part of an NEO in the course of his employment or service that has, or could be reasonably expected to result in, material injury to the reputation or business of the Company or any parent or subsidiary of the Company; (vi) embezzlement, misappropriation or fraud committed by an NEO or at his direction, or with his personal knowledge, in the course of his employment or service, that has, or could be reasonably expected to result in, material injury to the reputation or business of the Company or any parent or subsidiary of the Company; or (vii) an NEO’s breach of any material provision of any employment or service agreement that has, or could be reasonably expected to result in, material injury to the reputation or business of the Company or any parent or subsidiary of the Company, which breach is not susceptible to cure, or that is not cured within thirty (30) days after the NEO is given written notice of such breach by the Company; provided, however, that if, subsequent to an NEO’s voluntary termination for any reason or involuntary termination by the Company or any parent or subsidiary of the Company without Cause, it is discovered that the NEO’s employment or service could have been terminated for Cause, upon determination by the Compensation Committee, such NEO’s employment or service shall be deemed to have been terminated for Cause for all purposes under the 2020 Plan. In the event there is an award agreement or an employment or service agreement with the NEO defining Cause, “Cause” shall have the meaning provided in such agreement, and a termination by the Company or any parent or subsidiary of the Company for Cause is not deemed to have occurred unless all applicable notice and cure periods in such award agreement or employment or service agreement are complied with. The Compensation Committee shall have the sole discretion to determine whether a NEO has been terminated for Cause. “Change in Control” means the occurrence of any of the following events: (i) A change in the ownership of the Company which occurs on the date that any one person (within the meaning of Section 13(d) of the Exchange Act), or more than one person acting as a group (“Group”), acquires beneficial ownership of the stock of the Company that, together with the stock held by such person, constitutes more than twenty percent (20%) of the total voting power of the stock of the Company; (ii) The consummation of a merger or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with a merger or consolidation of the Company pursuant to applicable stock exchange requirements; provided that immediately following such merger or consolidation the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such merger or consolidation or parent entity thereof) fifty percent (50%) or more of the total voting power of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, fifty percent (50%) or more of the total voting power of the stock of such surviving entity or parent entity thereof); (iii) during any 12-consecutive month period, the individuals who, at the beginning of such period, constitute the Board (“Incumbent Directors”) cease for any reason other than death to constitute at least a majority of the members of the Board; provided, however, that an individual who becomes a member of the Board subsequent to the beginning of the 12-month period shall be deemed to have satisfied such 12-month requirement and shall be deemed an Incumbent Director if such Director was elected by or on the recommendation of, or with the approval of, at least two-thirds of the Directors who then qualified as Incumbent Directors either actually (because they were Directors at the beginning of such period) or by operation of the provisions of this definition; if any such individual initially assumes office as a result of or in connection with either an actual or threatened solicitation with respect to the election of Directors (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitations of proxies or consents by or on behalf of a person other than the Board, then such individual shall not be considered an Incumbent Director; or

  34. Potential Payments Upon Termination or Change in Control

    (iv) the sale, transfer, or assignment to, or other action by any person of all or substantially all of the Company’s assets and business in one or a series of related transactions. Notwithstanding the foregoing, to the extent an award or any payment thereunder is considered “deferred compensation” subject to Section 409A of the Code, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in the effective control of the Company, or a change in the ownership of a substantial portion of the Company’s assets under Section 409A of the Code. “Good Reason” means, in the absence of an award agreement or employment or service agreement with the NEO otherwise defining Good Reason: (i) a reduction in the NEO’s annual base salary as in effect immediately prior to a Change in Control or as the same may be increased from time to time; (ii) a change in the principal place of the NEO’s employment, as in effect at the time of a Change in Control, to a location more than fifty (50) miles from such principal place of employment, excluding required travel on the Company’s business; or (iii) the failure by the Company or any successor, without the NEO’s consent, to pay to the NEO any portion of the NEO’s current compensation, or to pay to the NEO any portion of any deferred compensation, within ten (10) days of the date any such compensation payment is due. Notwithstanding the above, an event listed in (i)-(iii) above will only constitute Good Reason if (A) the NEO notifies the Board in writing of the underlying circumstances constituting Good Reason within thirty (30) days of the occurrence of the circumstances constituting Good Reason, (B) the Company fails to cure such circumstances within thirty (30) days after receiving written notice thereof, and (C) the NEO terminates his or her employment within thirty (30) days after such cure period has expired. The following table provides information concerning termination and change in control payments to each of our named executive officers as if the event occurred on December 31, 2025:

  35. Potential Payments Upon Termination or Change in Control

    | Name | Type of Benefit | Before Change in Control Termination w/o Cause or for Good Reason ($) | After Change in Control Termination w/o Cause or for Good Reason ($) | Voluntary Termination ($) | Death / Disability ($) | Change in Control ($) | | Ryan L. Pape | RSU Acceleration | 0 | 4,217,988 | 4,217,988 | 4,217,988 | 4,217,988 | | | Total | 0 | 4,217,988 | 1,956,121 | 4,217,988 | 4,217,988 | | Barry R. Wood | RSU Acceleration | 0 | 1,143,204 | 1,143,204 | 1,143,204 | 1,143,204 | | | Total | 0 | 1,143,204 | 1,143,204 | 1,143,204 | 1,143,204 |

  36. CEO Pay Ratio

    CEO Pay Ratio We determined the pay ratio by dividing the total 2025 compensation of the CEO as disclosed in the Summary Compensation Table by the total 2025 compensation of the median employee, using the same components of compensation and valuation methodology as used in the Summary Compensation Table for the CEO. The total compensation of our median employee was $45,194. The pay ratio calculation as of December 31, 2025 was 60:1. Our median employee for 2025 was determined using the compensation of domestic and international employees who were actively employed on December 31, 2025.

  37. Compensation of Directors

    Compensation of Directors The Compensation Committee is responsible for all forms of compensation to be granted to the directors of the Company. The Compensation Committee’s mandate includes reviewing and recommending director compensation proposals for approval by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and scope, and the availability of financial and other resources of the Company. In February 2025, the Compensation Committee approved new annual compensation amounts for our non-employee Directors as follows:

  38. Compensation of Directors

    | Position | Annual Fee | | Director Retainer | $60,000 | | Committee Chair | Annual Fee (in lieu of member fee) | | Audit | $17,500 | | Compensation | $12,500 | | Governance | $10,000 |

  39. Compensation of Directors

    Each non-employee director may elect to receive the annual director fee, the committee chair fee and the lead director fee in shares of XPEL common stock in lieu of cash. All Directors elected to receive their respective fees in cash in 2025. The following table summarizes the compensation paid to directors, other than Mr. Pape, for the fiscal year ended December 31, 2025.

  40. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Stacy L. Bogart | 70,000 | 80,000 | 150,000 | | Richard K. Crumly | 60,000 | 80,000 | 140,000 | | Michael A. Klonne | 77,500 | 80,000 | 157,500 | | John F. North | 72,500 | 80,000 | 152,500 |

  41. Compensation of Directors

    ________________ (1) The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation – Stock Compensation”, and are calculated using the closing price per share as quoted by NASDAQ on the date of the grant. Equity grant valuation are discussed in Note 13 to the Company’s audited consolidated financial statements for the year ended December 31, 2025, in the Annual Report on Form 10-K filed with the SEC on February 27, 2026. (2) The non-employee directors, other than Mr. Thornton, each had 1,064 shares of unvested restricted stock at December 31, 2025. Mr. Thornton was appointed to the Board of Directors on April 23, 2026. These shares vest in two final quarterly installments with the final vest occurring on June 16, 2026.

  42. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for 2021, 2022, 2023, 2024, and 2025. The table also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of the Russell 2000 Index, Net Income and EBITDA (non-GAAP). We have chosen to use the Russell 2000 Index rather than a peer group because our major competitors are either much larger than we are and their competitive products constitute small lines of business for these companies or other competitors are private companies.

  43. PAY VERSUS PERFORMANCE

    | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid To Non-PEO NEOs(2) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income(4) (h) | EBITDA(5) (i) | | | | | | | Total Stockholder Return(3) (f) | Peer Group Total Return(3) (g) | | | | 2025 | $2,691,721 | $3,946,050 | $1,040,888 | $1,389,285 | $830.45 | $160.34 | $51,226 | $77,398 | | 2024 | $2,214,766 | $1,573,139 | $594,343 | $450,740 | $664.56 | $144.08 | $45,489 | $69,471 | | 2023 | $2,044,672 | $1,496,000 | $726,314 | $586,253 | $896.01 | $121.62 | $52,800 | $76,872 | | 2022 | $1,532,835 | $1,401,289 | $736,192 | $646,232 | $1,010.98 | $113.78 | $41,381 | $61,209 | | 2021 | $1,302,500 | $1,305,845 | $678,614 | $680,599 | $1,136.11 | $145.06 | $31,567 | $44,131 |

  44. PAY VERSUS PERFORMANCE

    (1)Compensation for our PEO reflects the amounts reported in “Summary Compensation Table” for the respective years. Our PEO from 2021 to 2025 was Ryan L Pape. Average compensation for non-PEOs include: in 2025, Mr. Wood, in 2024, Messrs. Wood and Tunde Awodiran; in 2023, Messrs. Wood and Awodiran; in 2022, Messrs. Wood and Mathieu Moreau and in 2021, Messrs. Wood, Moreau and Brooks Meltzer. Mr. Meltzer separated service from the Company effective October 14, 2022. Mr. Moreau became an NEO in 2021 and retired in October 2023. Mr. Awodiran joined the Company in May 2023 and separated service from the Company effective February 28, 2025. (2)Compensation actually paid for the PEO and average compensation actually paid for our non-PEO NEOs in 2021, 2022, 2023, 2024 and 2025 reflect the respective amounts set forth in columns (b) and (d), adjusted in the table below, as determined in accordance with SEC rules. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our other NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the PEO’s and our other NEOs’ compensation for 2021, 2022, 2023, 2024 and 2025, see the “Compensation Discussion & Analysis” beginning on page 15. (3)TSR is cumulative for the measurement period beginning on December 31, 2020, the last trading day before the earliest fiscal year in the table), and ending on December 31, 2025, calculated in accordance with Item 201(e) of Regulation S-K. The Russell 2000 Index for purposes of this table is the same as determined under Item 201(e) of Regulation S-K and described in Item 5 of our Form 10-K for the year ended December 31, 2025. We have chosen to use the Russell 2000 Index rather than an industry or line-of-business index because we do not believe our company is comparable to companies in a particular industry or line-of-business such as after-market automotive product companies and we have not used a peer group of companies because our major competitors are either much larger than we are or their competitive products constitute small lines of business for these companies or other competitors are private companies. (4)Presented in thousands. Reflects “Net Income Attributable to Stockholders of the Company” in the Company’s Consolidated Statements of Income included in the Company’s Annual Report on From 10-K for the year ended December 31, 2025. (5)Presented in thousands. The SEC rules require that the pay versus performance disclosure include an unranked list of three to seven performance measures that the Company considers to be its most important measures used to align compensation actually paid to the NEOs to a company’s performance. The table below represents the unranked list of the “most important” financial measures the Company used to align compensation actually paid to our NEOs for fiscal year 2025 to the Company’s performance:

  45. PAY VERSUS PERFORMANCE

    | Performance Measure | | Cumulative TSR | | Revenue | | EPS | | EBITDA (A) |

  46. PAY VERSUS PERFORMANCE

    (A)Please see page 16 for a calculation of EBITDA from our audited financial statements.

  47. PAY VERSUS PERFORMANCE

    | 2025 | PEO 2025 | Average Non-PEO NEOs 2025 | | Summary Compensation Table Total | $2,691,721 | $1,040,888 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 1,499,933 | 399,933 | | Plus Fair Value for Awards Granted in the Covered Year that are Outstanding and Unvested at the End of the Covered Year | 2,239,356 | 597,088 | | Change in Fair Value of Outstanding Unvested Awards from Fair Value of Outstanding Unvested Award from Prior Year | 395,251 | 109,092 | | Change in Fair Value of Awards from Prior Year that Vested in the Covered Year | 119,656 | 42,150 | | Compensation Actually Paid | $3,946,050 | $1,389,285 |

  48. PAY VERSUS PERFORMANCE

    | 2024 | PEO 2024 | Average Non-PEO NEOs 2024 | | Summary Compensation Table Total | $2,214,766 | $594,343 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 1,500,002 | 324,997 | | Plus Fair Value for Awards Granted in the Covered Year that are Outstanding and Unvested at the End of the Covered Year | 1,139,408 | 246,869 | | Change in Fair Value of Outstanding Unvested Awards from Fair Value of Outstanding Unvested Award from Prior Year | (284,439) | (66,385) | | Change in Fair Value of Awards from Prior Year that Vested in the Covered Year | 3,406 | 911 | | Compensation Actually Paid | $1,573,139 | $450,740 |

  49. PAY VERSUS PERFORMANCE

    | 2023 | PEO 2023 | Average Non-PEO NEOs 2023 | | Summary Compensation Table Total | $2,044,672 | $726,314 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 1,250,034 | 324,990 | | Plus Fair Value for Awards Granted in the Covered Year that are Outstanding and Unvested at the End of the Covered Year | 857,507 | 222,939 | | Change in Fair Value of Outstanding Unvested Awards from Fair Value of Outstanding Unvested Award from Prior Year | (63,901) | (14,811) | | Change in Fair Value of Awards from Prior Year that Vested in the Covered Year | (92,245) | (23,199) | | Compensation Actually Paid | $1,496,000 | $586,253 |

  50. PAY VERSUS PERFORMANCE

    | 2022 | PEO 2022 | Average Non-PEO NEOs 2022 | | Summary Compensation Table Total | $1,532,835 | $736,192 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 750,000 | 275,000 | | Plus Fair Value for Awards Granted in the Covered Year that are Outstanding and Unvested at the End of the Covered Year | 657,477 | 241,081 | | Change in Fair Value of Outstanding Unvested Awards from Fair Value of Outstanding Unvested Award from Prior Year | (25,630) | (36,912) | | Change in Fair Value of Awards from Prior Year that Vested in the Covered Year | (13,393) | (19,129) | | Compensation Actually Paid | $1,401,289 | $646,232 |

  51. PAY VERSUS PERFORMANCE

    | 2021 | PEO 2021 | Average Non-PEO NEOs 2021 | | Summary Compensation Table Total | $1,302,500 | $678,614 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 350,000 | 208,333 | | Plus Fair Value for Awards Granted in the Covered Year that are Outstanding and Unvested at the End of the Covered Year | 283,840 | 168,947 | | Change in Fair Value of Outstanding Unvested Awards from Fair Value of Outstanding Unvested Award from Prior Year | 69,505 | 41,371 | | Change in Fair Value of Awards from Prior Year that Vested in the Covered Year | — | — | | Compensation Actually Paid | $1,305,845 | $680,599 |

  52. Relationship Between Financial Measures and Compensation Actually Paid

    Relationship Between Financial Measures and Compensation Actually Paid Relationship between Compensation Actually Paid to our PEO and the Average Compensation Actually Paid to Non-PEO NEOs and the Company’s Cumulative TSR Across the Reported Period. Cumulatively, from 2021 to 2025, the compensation actually paid to our PEO increased by 202.2% and the average of the compensation actually paid to the Non-PEO NEOs increased by 104.1%, compared to the Company’s cumulative TSR of 240.7% over the same period. Relationship between Compensation Actually Paid to our PEO and the Average Compensation Actually Paid to Non-PEO NEOs and the Company’s Net Income Across the Reported Period. Cumulatively, from 2021 to 2025, the compensation actually paid to our PEO increased by 202.2% and the average of the compensation actually paid to the Non-PEO NEOs increased by 104.1%, compared to an increase in the Company’s net income of approximately 62.3%, over the same period. Relationship between Compensation Actually Paid to our PEO and the Average Compensation Actually Paid to Non-PEO NEOs and the Company’s Revenue Across the Reported Period. Cumulatively, from 2021 to 2025, the compensation actually paid to our PEO increased by 202.2% and the average of the compensation actually paid to the Non-PEO NEOs increased by 104.1%, compared to an increase in the Company’s revenue of approximately 83.7%, over the same period. Relationship between Compensation Actually Paid to our PEO and the Average Compensation Actually Paid to Non-PEO NEOs and the Company’s Earnings Per Share Across the Reported Period. Cumulatively, from 2021 to 2025, the compensation actually paid to our PEO increased by 202.2% and the average of the compensation actually paid to the Non-PEO NEOs increased by 104.1%, compared to an increase in the Company’s earnings per share of approximately 62.3%, over the same period. Relationship between Compensation Actually Paid to our PEO and the Average Compensation Actually Paid to Non-PEO NEOs and the Company’s EBITDA Across the Reported Period. Cumulatively, from 2021 to 2025, the compensation actually paid to our PEO increased by 202.2% and the average of the compensation actually paid to the Non-PEO NEOs increased by 104.1%, compared to an increase in the Company’s EBITDA of approximately 75.4%, over the same period. Please see page 16 for a calculation of EBITDA from our audited financial statements. Relationship Between the Company’s TSR and the Russell 2000 Index TSR. The Company’s cumulative TSR for the 2021 through 2025 period was (26.9%) compared to the TSR for the Russell 2000 Index of 10.5% over the same period.