DEF 14A of Xperi Inc.
Filed Mar 4, 2026 · FY20250001788999-26-000004
Board Nominees
Board Nominees
Board Nominees
| | | Director | Experience/ | Independent | | Committee | Other Company | | Name | Age | Since | Qualification | Yes | No | Memberships | Boards | | Darcy Antonellis | 63 | 2022 | • CEO experience • Public and private company executive • Extensive experience in media and entertainment technologies, content contextualization and operations | | | • Compensation Committee Chair • Audit Committee | • Cinemark Holdings, Inc. • Bango Plc • Vionlabs AB (private) | | Laura J. Durr | 65 | 2022 | • Public company CFO experience • Extensive accounting and finance expertise • Financial and operational experience in leading Silicon Valley technology companies | | | • Audit Committee Chair • Compensation Committee | • NETGEAR, Inc. • Owlet, Inc. | | Jeremi T. Gorman | 48 | 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 | 57 | 2022 | • CEO experience • Extensive experience in digital media and entertainment • Director of the Federal Reserve Bank of Chicago | | | • Board Chair • Audit Committee • Nominating and Corporate Governance Committee | • Reddit, Inc. • Boston Scientific Corporation • Enersys • Liftoff, Inc. (private) | | Jon E. Kirchner | 58 | 2022 | • Public company CEO • Extensive experience in digital media and entertainment | | | None | None | | Roderick K. Randall | 67 | 2024 | • Public and private company executive experience • Extensive experience in telecommunications, wireless, computer-networking and electric vehicle industries | | | • Compensation Committee • Nominating and Corporate Governance Committee | • MagLev Aero Inc. (private) | | Christopher Seams | 63 | 2022 | • Public company executive • Extensive experience in technology industry • Senior member of IEEE | | | • Nominating and Corporate Governance Committee Chair • Audit 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 1—Election of Directors
Proposal 1—Election of Directors The Board of Directors has nominated the seven (7) individuals identified under “Director Nominees” below for election as directors, all of whom are currently directors of the Company. Each of the nominees has agreed to be named in this proxy statement and to serve as a director if elected. Our Board of Directors has fixed the number of directors at seven (7) and is currently comprised of the below referenced (7) members. Directors are elected at each annual meeting and hold office until their successors are duly elected and qualified at the next annual meeting. In the absence of instructions to the contrary, the persons named as proxy holders in the accompanying proxy intend to vote in favor of the election of the seven (7) nominees designated below to serve until the 2027 Annual Meeting of Stockholders (the “2027 Annual Meeting”) and until their respective successors shall have been duly elected and qualified. Each nominee has consented to being named in this proxy statement and to serve, if elected. If any nominee should become unable to serve or for good cause will not serve as a director, it is intended that the proxies will be voted for any substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. The nominees for election to the Board of Directors, including their principal occupations, business experience and other biographical information, are as follows:
Proposal 1—Election of Directors
| | Darcy Antonellis Director since 2022 Age 63 |
Proposal 1—Election of Directors
Skills and Qualifications: • CEO experience • Public and private company executive • Extensive experience in media and entertainment technologies, content contextualization and operations • Extensive engineering experience in media product and platform development • Three-time Emmy recipient within Technical Production and Engineering • Voting member of the Academy of Motion Picture Arts and Sciences • Society of Motion Picture and Television Engineers (“SMPTE”) Fellow • NACD Credentialed, including Cybersecurity Oversight • BS Electrical Engineering Tech from Temple University; M.B.A. from Fordham University Current Directorships: • Cinemark Holdings, Inc. • Bango plc • Vionlabs AB (private) Past Directorships: • Xperi Holding Corporation (now known as Adeia Inc.) • Xperi Corporation • Metaverse Acquisition Corp. (private) • Vubiquity, Inc. (private) KidSave, a non-profit organization
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
Compensation Committee Chair • Audit Committee member Darcy Antonellis has served as a director at Xperi Inc. since its spin-off from Adeia Inc. (the “Former Parent”) in October 2022 (the “Separation”). Previously she served as a director at the Former Parent beginning in June 2020. Prior to that, she served as a director at Xperi Corporation beginning in December 2018. Ms. Antonellis has been the Operating Advisor of the technology, media and telecom sectors of ABS Capital Partners, a private equity firm, since June 2023. Prior to that, she served as Executive Advisor, Amdocs Ltd., a software and services company for communications, media, financial and digital enterprises from August 2021 to June 2023. Prior to joining Amdocs Ltd., from 2018 to August 2021, Ms. Antonellis served as Division President, Amdocs Inc., and Chief Executive Officer of Vubiquity Inc. (acquired by Amdocs in 2018), a global media and entertainment distribution technology and services provider. Prior to joining Vubiquity in 2014, Ms. Antonellis held numerous positions at Warner Bros., including President, Technical Operations and Chief Technology Officer. Ms. Antonellis began her career at CBS Inc., including executive assignments for CBS News (CBS News Bureau Washington DC) and CBS Sports (three Olympics). Ms. Antonellis also currently serves on the boards of directors of Cinemark Holdings Inc., Bango plc, and Vionlabs AB. Ms. Antonellis is a three-time Emmy recipient in the areas of technical production (2-CBS Olympics) and engineering innovation (Warner Bros platform development). She served as a member of the Women’s Tennis Association Advisory Council, providing technology and media insights to benefit professional women’s tennis. She is a voting member of the Academy of Motion Picture Arts and Sciences and a SMPTE Fellow, and holds patents in the areas of digital distribution and audio/visual processing technologies. Ms. Antonellis received a B.S. in electrical engineering from Temple University and an M.B.A. from Fordham University. The Board believes Ms. Antonellis brings extensive expertise in executive management, operations, and engineering, and her in-depth understanding of media technology and content services, media, and the entertainment industry to her role as a member of the Board.
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
| | Laura J. Durr Director since 2022 Age 65 |
Proposal 1—Election of Directors
Public company CFO experience • Extensive accounting and financial expertise • Financial leadership and executive operational experience • Experience leading and advising Silicon Valley technology companies • B.S. in Accounting from San Jose State University Current Directorships: • NETGEAR, Inc. • Owlet, Inc. Past Directorships: • Xperi Holding Corporation (now known as Adeia Inc.) • TiVo Corporation Current Xperi Committee Assignments: • Audit Committee Chair • Compensation Committee member Laura J. Durr has served as a director at Xperi Inc. since September 2022, prior to its spin-off from its Former Parent. She previously served as a director at the Former Parent since June 2020. Prior to that, she served as a member of the Board of Directors of TiVo Corporation beginning in April 2019. Ms. Durr served as the Executive Vice President and Chief Financial Officer of Polycom, Inc. from May 2014 until its acquisition by Plantronics Inc. in July 2018. Prior to becoming Chief Financial Officer, Ms. Durr held various finance leadership roles at Polycom between 2004 and 2014, including Senior Vice President-Worldwide Finance, Chief Accounting Officer and Worldwide Controller. Prior to joining Polycom, Ms. Durr held executive positions in finance and administration at Quicksilver Technology, C Speed Corporation, Lucent Technologies and International Network Services and also spent six years at Price Waterhouse LLP. Ms. Durr currently serves on the board of directors of NETGEAR, Inc., a global networking company that delivers innovative products and services to consumers, businesses and service providers. She also serves on the board of directors of Owlet, Inc. Ms. Durr was a certified public accountant and holds a B.S. in Accounting from San Jose State University. The Board believes that Ms. Durr brings valuable leadership, operational and strategic experience and insight, given her background in finance and strategy for leading Silicon Valley technology companies, to her role as a member of the Board.
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
| | Jeremi T. Gorman Director since 2024 Age 48 |
Proposal 1—Election of Directors
Public company executive experience • Extensive digital media, marketing, advertising and entertainment expertise • Executive leadership and business operational experience • Experience leading and advising Silicon Valley technology companies • B.A. from University of California, Los Angeles and M.B.A. from Pennsylvania State University Current Directorships: • GameSquare Holdings, Inc. • Revitate • Women for Women International Past Directorships: • None Current Xperi Committee Assignments: • Nominating and Corporate Governance Committee member Jeremi T. Gorman has served as a director at Xperi Inc. since June 2024. Ms. Gorman is chief revenue officer of Fanatics Advertising, a division of Fanatics Holdings, Inc., a global digital sports platform, as of August 2025, and prior to that served as a senior advisor of the advertising division of Fanatics starting in January 2025. Ms. Gorman has previously served as a member of executive team, and the first President of Worldwide Advertising for Netflix Inc. until October 2023. Prior to joining Netflix, Ms. Gorman was chief business officer at Snap Inc. from November 2018 to September 2022 and held various positions at Amazon.com Inc. from 2012 to 2018, including as global head of enterprise advertising sales. Earlier in her career, Ms. Gorman held advertising and marketing roles at Yahoo!, Variety and Monster.com. Ms. Gorman currently serves as a senior advisor to various companies and is an active angel investor. Ms. Gorman is also a founding investor in Angel City Football Club and currently serves on the board of directors for Women for Women International, GameSquare Holdings, Inc. and Revitate. Ms. Gorman holds a B.A. from University of California, Los Angeles and a M.B.A. from Pennsylvania State University. The Board believes that Ms. Gorman brings valuable operational and strategic experience and insight, given her background in media, entertainment and technology, to her role as a member of the Board.
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
| | David C. Habiger Director and Chairman since 2022 Age 57 |
Proposal 1—Election of Directors
CEO experience • Extensive experience in digital media and entertainment • Serving as a director on the Chicago Federal Reserve Board • Recipient of Ernst & Young Entrepreneur of the Year Award • Chosen as one of the Digital Power 50 by the Hollywood Reporter • Selected as one of Corporate Leader Magazine’s 40 under 40 Business Leaders • M.B.A. from the University of Chicago Current Public Directorships: • Reddit, Inc. • Enersys • Boston Scientific Past Directorships: • Xperi Holding Corporation (now known as Adeia Inc.) • Xperi Corporation • DTS, Inc. • Noble Rock Acquisition Corporation (SPAC) • Immersion Corporation • Enova International, Inc • RealD Inc. • Textura Corporation • Sonic Solutions • Control 4 Corporation • Echo Global Logistics, Inc. • GrubHub, Inc. • Stamps.com Inc. Current Xperi Committee Assignments: • Chair of the Board • Audit Committee member • Nominating and Corporate Governance Committee member David C. Habiger has served as chairman of the board at Xperi Inc. since its spin-off from its Former Parent in October 2022. He previously served as chairman of the board at the Former Parent beginning in June 2020. Prior to that, he served as a director at Xperi Corporation beginning in December 2016. Prior to that, he served on the DTS, Inc. board beginning in March 2014, including as Chair of the Compensation Committee and a member of the Audit Committee. Mr. Habiger was president and CEO of J.D. Power from 2018 to 2025, and prior to that, the CEO of Textura Corporation from 2012 to 2016, prior to its sale to Oracle. He also held the CEO position at NDS Group Ltd. from 2011 to 2012, prior to its sale to Cisco Systems, and was president and CEO at Sonic Solutions from 1992 to 2011, prior to its sale to Rovi. He demonstrated his skill in leading companies through all stages of development by guiding Sonic through an IPO and to its position as a leading cloud-based provider of premium movies and TV shows. Mr. Habiger is Chair of the Board of Directors of Reddit, Inc. and a director on the Board of Directors of Boston
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
Scientific Corporation, Enersys, and the Federal Reserve Bank of Chicago. He serves on the Systems Activities, Bank Operations, and Risk Committee (SABOR) and the Governance & Human Resources Committee for the Federal Reserve. He is also a member of the board of trustees at Rush University Medical Center. Mr. Habiger has served on a variety of other public boards, currently serves on a variety of private boards and is a member of the Society of Motion Picture and Television Engineers. Mr. Habiger received a BBA degree from St. Norbert College and an MBA from the University of Chicago. The Board believes that Mr. Habiger brings extensive experience and leadership skills in the digital media and entertainment industries, in-depth knowledge and understanding of the consumer electronics industry, and expertise in executive management to his role as Chair of the Board.
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
| | Jon E. Kirchner Director since 2022 Age 58 |
Proposal 1—Election of Directors
Public company CEO • Extensive experience in digital media and entertainment industry • Recipient of Ernst & Young Technology Entrepreneur of the Year Award • Recipient of “Digital 25: Leaders in Emerging Entertainment” award from Producers Guild of America • B.A. in Economics from Claremont McKenna College Current Directorships: • None Past Directorships: • Xperi Holding Corporation (now known as Adeia Inc.) • Xperi Corporation • DTS, Inc. Jon E. Kirchner has served as CEO and director at Xperi Inc. since its spin-off from its Former Parent in October 2022. Prior to that, Mr. Kirchner served as CEO and director at the Former Parent beginning in June 2020. Previously he was CEO of Xperi Corporation beginning in June 2017. Prior to that, Mr. Kirchner was President of Xperi Corporation following the completion of the acquisition of DTS, Inc. in December 2016. At DTS, he was appointed Chairman of the Board of Directors in 2010, served on the board of directors beginning in 2002, and served as the company's Chief Executive Officer beginning 2001. Prior to his tenure of Chief Executive Officer, Mr. Kirchner served in a number of senior leadership roles at DTS from 1993 to 2001, including director, President, Chief Operating Officer and Chief Financial Officer. Mr. Kirchner led DTS through a period of significant success, growing it from a small startup to a global industry leader generating over $190 million in licensing revenue. Prior to joining DTS, Mr. Kirchner worked for the consulting and audit groups at Price Waterhouse LLP (now PricewaterhouseCoopers LLP). During his tenure at Price Waterhouse LLP, he advised clients on a range of strategy, finance, operations and valuation issues. In 2012, Mr. Kirchner received the Ernst & Young Technology Entrepreneur of the Year Award for Greater Los Angeles, and in 2011, he was honored by the Producers Guild of America, receiving the “Digital 25: Leaders in Emerging Entertainment” award for being among the visionaries that made significant contributions to the advancement of digital entertainment and storytelling. From 2012 to 2023, Mr. Kirchner served on the board of directors of Free Stream Media Corporation (Samba TV), a leader in developing cross platform TV experiences for consumers and advertisers. Mr. Kirchner was previously a Certified Public Accountant and received a B.A. in Economics, cum laude, from Claremont McKenna College. The Board believes that Mr. Kirchner brings experience in the senior management of public companies (including service as chairman, president, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer), extensive experience in the digital media and entertainment industries, and knowledge of the Company as its Chief Executive Officer, to his role as a member of the Board.
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
| | Roderick K. Randall Director since 2024 Age 67 |
Proposal 1—Election of Directors
Public and private company executive and director experience • Extensive experience in telecommunications, wireless, computer-networking and electric vehicle industries • Extensive experience in scaling companies in the technology and complex telecom industries • Bachelor of Electrical Engineering from Georgia Institute of Technology • M.S. in Electrical Engineering and Computer Science from University of California, Berkeley Current Directorships: • MagLev Aero Inc. Past Directorships: • Fisker Inc. • Stratus Technologies, Inc. • Mavenir Systems Inc. Current Xperi Committee Assignments: • Compensation Committee member • Nominating and Corporate Governance Committee member Roderick K. Randall has served as a director at Xperi Inc. since June 2024. Mr. Randall has over 25 years of experience in the wireless, telecommunications, computer-networking and electric vehicle industries. Mr. Randall has served as an Executive Partner at Siris Capital Group, LLC, a private equity investment firm focused on building value at complex telecom and technology companies operating at scale, since 2010. Prior to his role at Siris Capital, Mr. Randall was a founding partner at S1 Capital Partners, Vesbridge Partners and a General Partner at St. Paul Venture Capital, where he led the mobile investment practice. Previously, Mr. Randall served as the Chief Marketing Officer at Lucent Technologies, and was a Vice President of Marketing at Ascend Communications. Prior to that, Mr. Randall was the Vice President of Strategic Market Development at Madge Networking, following its acquisition of Teleos Communications. Mr. Randall co-founded Teleos Communications in 1987 and served in a variety of roles at the company, including Chief Technology Officer, Vice President of Marketing and Business Development. Mr. Randall began his career at AT&T Bell Laboratories and holds several U.S. patents. Mr. Randall also previously served on the board of directors at Fisker Inc. from 2018 to 2024. Mr. Randall holds a Bachelor of Electrical Engineering with Highest Honors from Georgia Institute of Technology, and Master of Sciences in Electrical Engineering and Computer Science from University of California, Berkeley. The Board believes that Mr. Randall brings extensive experience in the senior management of public and private companies (including extensive experience in the telecommunications, wireless, computer-networking and electric vehicle industries), to his role as a member of the Board.
Proposal 1—Election of Directors
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Proposal 1—Election of Directors
| | Christopher Seams Director since 2022 Age 63 |
Proposal 1—Election of Directors
Public company executive experience • Extensive experience in technology industry • Member of IEEE • Served on Engineering Advisory Council for Texas A&M University • M.S. in Electrical and Computer Engineering from the University of Texas at Austin • B.S. in Electrical Engineering from Texas A&M University Current Directorships: • ONTO Innovation Inc. (formerly Nanometrics) Past Directorships: • Xperi Holding Corporation (now known as Adeia Inc.) • Xperi Corporation • Deca Technologies Inc. Current Xperi Committee Assignments: • Nominating and Corporate Governance Committee Chair • Audit Committee member Christopher Seams has served as director at Xperi Inc. since its spin-off from its Former Parent in October 2022. Previously he served as a director at the Former Parent beginning in June 2020, when Xperi Corporation merged with TiVo Corporation. Prior to that, he served as a director at Xperi Corporation beginning in December 2016, when Tessera Technologies, Inc. acquired DTS, Inc. Prior to that, he served as a director at Tessera Technologies, Inc. beginning in March 2013. From 2013 to 2016, Mr. Seams was the Chief Executive Officer of Deca Technologies, a subsidiary of Cypress Semiconductor Corporation. Prior to Deca Technologies, Mr. Seams served as Executive Vice President of Sales & Marketing at Cypress. He also previously served as an Executive Vice President of Worldwide Manufacturing & Research and Development of Cypress. Mr. Seams joined Cypress in 1990 and held various technical and operational management positions in manufacturing, development, and operations. Prior to joining Cypress in 1990, he worked in process development for Advanced Micro Devices and Philips Research Laboratories. Mr. Seams also currently serves as Chair of the Board of Directors of ONTO Innovation Inc. (formerly Nanometrics). Mr. Seams earned his bachelor’s degree in electrical engineering from Texas A&M University and his master’s degree in electrical and computer engineering from the University of Texas at Austin. Mr. Seams has a Professional Certificate in Advanced Computer Security from Stanford University and is a senior member of the Institute of Electrical and Electronics Engineers. Mr. Seams is a member of the ACCD as well as a member and Certified Director of the NACD. The Board believes that Mr. Seams brings extensive technology, leadership, and business experience to his role as a member of the Board.
Proposal 1—Election of Directors
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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 or director education. 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) $190,000 by (2) the fair market value per share of our common stock on the date of grant. A non-employee director who is initially appointed after any annual meeting of stockholders will receive an RSU award on the date of such director's initial appointment to the Board of Directors equal to the pro-rated amount of the annual grant. These annual RSU awards (or any pro-rated grants for directors initially appointed between annual meetings) will vest on the earlier to occur of the first anniversary of the date of grant or the next annual meeting of stockholders.
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Darcy Antonellis | $82,750 | $189,973 | $272,723 | | Laura J. Durr | $82,500 | $189,973 | $272,473 | | Jeremi T. Gorman | $56,000 | $189,973 | $245,973 | | David C. Habiger | $115,500 | $189,973 | $305,473 | | Roderick K. Randall | $62,500 | $189,973 | $252,473 | | Christopher Seams | $79,750 | $189,973 | $269,723 |
2025 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 2025, 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 2025 Annual Report on Form 10-K filed with the SEC on February 26, 2026. The aggregate number of shares subject to unvested RSU awards outstanding for each non-employee director at December 31, 2025 was: Ms. Antonellis: 25,815; Ms. Durr: 25,815; Ms. Gorman: 25,815; Mr. Habiger: 25,815; Mr. Randall: 25,815; and Mr. Seams: 25,815. None of the non-employee directors held any stock options as of December 31, 2025.
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.
2025 Compensation Highlights
year ended December 31, 2025, the key highlights of our executive compensation program included: Base Salaries. Base salary is a customary, fixed element of compensation intended to attract and retain our executives. For fiscal year 2025, there were no increases in base salaries for our NEOs. • Pay-for-Performance - Incentive Bonus Payments. Our cash incentive program is a performance‑based, at‑risk component of our executives' compensation, structured to pay only when rigorous goals are achieved. For fiscal year 2025, there were no increases in target bonuses for our NEOs. Furthermore, despite having success in several areas of our business, we did not meet the overall financial targets established for the fiscal year. As a result, the short-term incentive payments to Messrs. Kirchner, Milne, and Skaaden were funded at 49%, 91%, and 44%, respectively, of target as described in the “Performance-Based Cash Incentive Bonuses” section. • Pay-for-Performance - Performance-Based RSUs. Consistent with our pay-for-performance philosophy, our NEOs forfeited all of the performance-based restricted stock units (“PSUs”) granted in 2022 for which the performance period ended during 2025 (the “2022 PSUs”) as a result of not meeting the stock price growth targets. The NEOs earned 50% of the PSUs granted in July 2023 (the “July 2023 PSUs”) as a result of achieving the performance targets related to product deployment and Non-GAAP Operating Margin. The other 50% of the July 2023 PSUs was forfeited since the stock price growth target was not met.
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 2025 target compensation versus his earned compensation for 2025. 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 2025, the Company continued its practice of limiting eligibility for annual equity awards to more senior employees in order to minimize equity spend and drive retention compensation. | | • 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 2025, 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. | | | Compensation Recovery Policy: Our compensation recovery 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 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. | | | Negative Discretion: The Compensation Committee has the right to exercise negative discretion over executive incentive plan payments. | | No Dividends Paid or Accrued on Equity Awards Prior to Vesting | | | 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 Guaranteed Bonuses: We do not provide guaranteed minimum bonuses or uncapped incentives under our MBO plan. | | | Active Stockholder Engagement Program: We proactively engage with our stockholders on various topics, including executive compensation. | | |
2025 Summary Compensation Table
2025 Summary Compensation Table The table below sets forth, for the fiscal years ended December 31, 2025 and 2024, the compensation paid to our NEOs.
2025 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 | 2025 | 750,000 | 3,876,195 | 367,500 | 11,508 | 5,005,203 | | Chief Executive Officer | 2024 | 750,000 | 5,287,694 | 450,000 | 11,358 | 6,499,052 | | Geir Skaaden | 2025 | 450,000 | 1,736,441 | 148,838 | 11,508 | 2,346,787 | | Chief Products and Services Officer | 2024 | 450,000 | 2,308,992 | 175,500 | 11,358 | 2,945,850 | | Matt Milne | 2025 | 465,000 | 1,447,043 | 420,947 | 9,669 | 2,342,659 | | President of TiVo Ads and Chief Revenue Officer | | | | | | |
2025 Summary Compensation Table
(1) The dollar amount reported in the Stock Awards column is equal to the aggregate grant-date fair value of the RSUs and PSUs granted to the NEOs during each reported fiscal year, 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, 2025 filed with the SEC on February 26, 2026. 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 was determined using the closing share price of the Company’s common stock on the date of grant, as adjusted based on the probability of achievement on the date of grant. For the PSUs granted in 2024 and 2025 based on company-designated performance targets, the probability was deemed to be achievable at 100% levels on the date of grant. The grant-date fair value 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, 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:
2025 Summary Compensation Table
| | Grant Date Fair Value at Maximum Attainment ($) | | | NEO | 2025 PSUs | 2024 PSUs | | Jon E. Kirchner | 4,735,013 | 6,656,974 | | Geir Skaaden | 1,775,618 | 2,452,551 | | Matt Milne | 1,479,690 | |
2025 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, or the Sales Incentive Plan (as defined below) in which Mr. Milne participated. The amounts in the “All Other Compensation” column for fiscal year 2025 consist of the following payments and benefits paid by the Company to or on behalf of each of Mr. Kirchner and Mr. Skaaden: Section 401(k) plan employer match - $10,500; life insurance premiums - $1,008; and for Mr. Milne: Section 401(k) plan employer match - $8,661; life insurance premiums - $1,008.
2025 Summary Compensation Table
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2025 Outstanding Equity Awards at Fiscal Year-End Table
2025 Outstanding Equity Awards at Fiscal Year-End Table The table below sets forth information concerning the number and value of unexercised stock options and unvested stock awards of Xperi Inc. held by the NEOs at December 31, 2025:
2025 Outstanding Equity Awards at Fiscal Year-End Table
| Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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. | 4/29/2022 | — | — | — | — | 10,825 | 63,435 | — | — | | Kirchner | 3/1/2023 | — | — | — | — | 86,244 | 505,390 | 258,736 | 1,516,193 | | | 3/1/2024 | — | — | — | — | 130,278 | 763,429 | 260,557 | 1,526,864 | | | 3/1/2025 | — | — | — | — | 178,353 | 1,045,149 | 267,530 | 1,567,726 | | Geir | 4/29/2022 | — | — | — | — | 7,217 | 42,292 | — | — | | Skaaden | 3/1/2023 | — | — | — | — | 50,494 | 295,895 | 100,990 | 591,801 | | | 3/1/2024 | — | — | — | — | 71,995 | 421,891 | 95,994 | 562,525 | | | 3/1/2025 | — | — | — | — | 100,323 | 587,893 | 100,323 | 587,893 | | Matt | 4/29/2022 | — | — | — | — | 4,510 | 26,429 | — | — | | Milne | 3/1/2023 | — | — | — | — | 33,452 | 196,029 | 66,906 | 392,069 | | | 3/1/2024 | — | — | — | — | 51,425 | 301,351 | 68,567 | 401,803 | | | 3/1/2025 | — | — | — | — | 83,603 | 489,914 | 83,603 | 489,914 |
2025 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, Milne 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, 2025 closing price (the last trading day in 2025) of our common stock of $5.86 per share as reported by the New York Stock Exchange. (3) Represents PSU awards granted to the NEOs with a three-year performance period. 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 over the three-year performance period, and may range from zero to 200% of the target number of shares under the award. 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