XPERI INC (XPER)
Sector: Information Technology
2026 Annual Meeting Analysis
XPERI INC · Meeting: April 17, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Antonellis has served since 2022, giving her full overlap with XPERI's 3-year underperformance versus its disclosed peer group (-33.8 percentage points below the peer median, well above the 20-point trigger for a stock that has declined in absolute terms), and the 5-year record does not provide relief since XPERI also underperforms peers over that longer period.
Ms. Durr has served since 2022, giving her full overlap with XPERI's sustained underperformance versus the company-disclosed peer group, and the 5-year TSR comparison also fails to meet the mitigant threshold, so the AGAINST determination stands.
Mr. Habiger has served as Board Chair since 2022 and bears accountability for the full underperformance period; additionally, he currently sits on four public company boards (Xperi, Reddit, Boston Scientific, and Enersys), which meets the overboarding threshold of four or more public board seats under our policy, providing a second independent reason to vote against.
Mr. Kirchner has served as CEO and director since 2022 and has full overlap with the company's 3-year stock decline of -43.8%, which trails the peer group median by 33.8 percentage points — well above the 20-point trigger for a company with a negative absolute return — and the 5-year record similarly underperforms peers, so no mitigant applies.
Mr. Seams has served since 2022, giving him full overlap with XPERI's material underperformance relative to its disclosed peer group over both 3-year and 5-year periods, and the 5-year mitigant does not apply since peer-relative underperformance persists over that longer timeframe as well.
For Analysis
Ms. Gorman joined in June 2024, which is within the 24-month window that exempts newer directors from the stock performance trigger, so no TSR-based concern applies to her at this time.
Mr. Randall joined in June 2024, which is within the 24-month exemption window for new directors, so the TSR underperformance trigger does not apply to him at this time.
XPERI's stock has declined 43.8% over three years while the company-disclosed peer group median fell only 10.0%, a gap of 33.8 percentage points that triggers AGAINST votes for all five directors with tenure since 2022 (Antonellis, Durr, Habiger, Kirchner, Seams); the 5-year record provides no relief as XPERI also trails peers by 25.5 percentage points over that period. Board Chair Habiger faces an additional overboarding concern with four public company board seats. The two directors who joined in June 2024 (Gorman and Randall) are within the 24-month exemption window and receive FOR votes.
Say on Pay
✓ FORCEO
Jon E. Kirchner
Total Comp
$5,005,203
Prior Support
N/A
CEO Jon Kirchner received total compensation of $5,005,203 in 2025, consisting of $750,000 base salary, $3,876,195 in stock awards, $367,500 in cash bonus, and $11,508 in other benefits; the pay mix is heavily weighted toward variable pay (approximately 85% of total is at-risk equity and performance bonus), well above the 50-60% threshold required by policy. The cash bonus was paid at only 49% of target as a direct result of missing the company's Adjusted EBITDA goal, and the 2022 performance stock awards were fully forfeited for failing to meet stock price targets, demonstrating that the incentive structure is working as intended even in a period of poor performance. While XPERI's stock has significantly underperformed peers, the variable pay components are functioning correctly — paying less when performance misses — so the pay-for-performance alignment check does not trigger a No vote, and pay levels appear reasonable relative to a Technology sector CEO at a sub-$300M market cap company.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
2 yrs
Audit Fees
$2,174,600
Non-Audit Fees
$462,000
Deloitte & Touche LLP was only appointed in April 2024, giving it roughly two years of tenure — well below the 25-year threshold that would raise independence concerns — and tax fees of $462,000 represent approximately 21% of audit fees of $2,174,600, which is comfortably below the 50% threshold; no material restatements or auditor adequacy concerns are present, so ratification is supported.
Overall Assessment
The 2026 XPERI annual meeting presents two proposals: director elections and auditor ratification (no separate say-on-pay proposal appears on the ballot based on the filing, though the filing describes the compensation program in detail). Five of seven director nominees receive AGAINST votes due to sustained stock underperformance — XPERI's shares have fallen 43.8% over three years while the company-disclosed peer group median declined only 10.0%, a 33.8 percentage point gap that exceeds the policy trigger, with no 5-year mitigant available; newly appointed directors Gorman and Randall are exempt. Deloitte & Touche LLP's ratification is supported given its short tenure of approximately two years and a non-audit fee ratio well within acceptable limits.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing