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Xperi Inc. – ‘PRER14A’ on 4/16/24

On:  Tuesday, 4/16/24, at 10:50am ET   ·   Accession #:  950170-24-44633   ·   File #:  1-41486

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/16/24  Xperi Inc.                        PRER14A                1:2.6M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14A     Preliminary Revised Proxy Soliciting Material       HTML   1.51M 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

XPERI INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT DATED APRIL 16, 2024 SUBJECT TO COMPLETION

XPERI INC.

2190 Gold Street

San Jose, CA 95002

Notice of AnnUal Meeting of Stockholders

To Be Held on [•], 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of XPERI INC., a Delaware corporation (“Xperi,” the “Company,” “we,” “our,” or “us”). The meeting will be held on [•], 2024, at [•] Eastern Daylight Time and will be held virtually on the internet at www.cesonlineservices.com/xper24_vm for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

Your vote will be especially important at this year’s Annual Meeting. As you may be aware, Rubric Capital Master Fund LP and certain of its affiliates (collectively, “Rubric Capital”) have nominated two nominees (the “Rubric Nominees”) for election as directors at the Annual Meeting on the white proxy card in opposition to certain of the five director nominees recommended by the Board of Directors (the “Board”), Darcy Antonellis, Laura J. Durr, David C. Habiger, Jon E. Kirchner, and Christopher Seams.

The Board does not endorse the Rubric Nominees and unanimously recommends that you vote “FOR” the election of the five directors nominated by the Board (Darcy Antonellis, Laura J. Durr, David C. Habiger, Jon E. Kirchner, and Christopher Seams), “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, and “FOR” each of the proposed amendments to our Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements, using the BLUE proxy card.

You may receive a proxy statement, white proxy card and other solicitation materials from Rubric Capital and other participants in their solicitation (collectively, “Rubric”). Since Rubric has the option to choose which of our stockholders will receive its proxy solicitation materials, you may or may not receive them. The Company is not responsible for the accuracy of any information provided by, or relating to, Rubric or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Rubric or any other statements that Rubric may otherwise make.

The Board strongly urges you to discard and not to sign or return any white proxy card sent to you by Rubric. If you have previously submitted a white proxy card sent to you by Rubric, you have every right to change

it and we strongly urge you to revoke that proxy by voting for the Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed BLUE proxy card and returning it in the postage-paid return envelope or by voting via Internet by following the instructions on your BLUE proxy card or BLUE voting instruction form. Only your latest dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement. Even if you would like to elect one or both of the Rubric Nominees, we strongly recommend you use the Company’s BLUE proxy card to do so.

PLEASE NOTE THAT THIS YEAR, YOUR PROXY CARD LOOKS DIFFERENT. SECURITIES AND EXCHANGE COMMISSION RULES REQUIRE US TO USE A “UNIVERSAL PROXY CARD.” THIS MEANS THE COMPANY’S BLUE PROXY CARD IS REQUIRED TO LIST THE RUBRIC NOMINEES IN ADDITION TO THE BOARD’S NOMINEES. AS SUCH, IT HAS MORE NAMES ON IT THAN THERE ARE SEATS UP FOR ELECTION. PLEASE MARK YOUR CARD CAREFULLY AND ONLY VOTE “FOR” THE NOMINEES AND OTHER PROPOSAL RECOMMENDED BY THE BOARD.

We strongly encourage you to read the accompanying proxy statement carefully and to use the enclosed BLUE proxy card to vote FOR the Board’s nominees and FOR the other proposal, as soon as possible. It is important that your shares be represented at the Annual Meeting, regardless of the number of shares you hold. If you have any questions or require any assistance with voting your shares, please contact Morrow Sodali LLC, our proxy solicitor assisting us in connection with the Annual Meeting:

Morrow Sodali LLC
509 Madison Avenue, 12th Floor
New York, NY 10022
Call toll-free (800) 662-5200
or (203) 658-9400
Email: XPER@info.morrowsodali.com

The record date for the Annual Meeting is [•], 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any continuation, adjournment or postponement thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting during ordinary business hours at the Company’s principal executive offices. The list of these stockholders will also be available during the Annual Meeting to those stockholders that have pre-registered and attend the Annual Meeting online.

By Order of the Board of Directors
Xperi Inc.

David C. Habiger
Chair of the Board

San Jose, California
[•], 2024

Table of Contents

XPERI INC.

2190 Gold Street

San Jose, CA 95002

PRELIMINARY PROXY STATEMENT FOR THE 2024 ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ON [•], 2024

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Xperi Inc. (together with its subsidiaries, herein referred to as the “Company,” “we,” or “Xperi”) of proxies to be voted at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on [•], 2024 at [•] Eastern Daylight Time at www.cesonlineservices.com/xper24_vm and at any continuation, adjournments or postponements thereof for the following purposes:

This Notice of Annual Meeting and the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report") are being made available to stockholders beginning on or about [•], 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON [•], 2024

The Proxy Statement and our 2023 Annual Report are available at [•]

BOARD OF DIRECTORS

WHO WE ARE

Xperi’s Board consists of five directors. The directors are: Darcy Antonellis; Laura J. Durr; David C. Habiger; Jon E. Kirchner; and Christopher Seams. The Board, upon the recommendation of its Nominating and Corporate Governance Committee, has unanimously nominated the five directors listed below for re-election to the Board at the Annual Meeting.

Director Nominees

HOW WE ARE SELECTED AND ELECTED

Nomination to the Board of Directors

Candidates for nomination to the Board are selected by the Board based on the recommendation of the Nominating and Corporate Governance Committee in accordance with the committee’s charter, the amended and restated certificate of incorporation ("Charter") and amended and restated bylaws ("Bylaws"), the Corporate Governance Guidelines and the criteria approved by the Board regarding director candidate qualifications.

The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of assembling a Board that can best perpetuate the success of the Company and represent stockholder interests through the exercise of sound judgment using its diversity of experience.

Prior to each annual meeting of stockholders at which directors are to be elected, and whenever there is otherwise a vacancy on the Board of Directors, the Nominating and Corporate Governance Committee will consider incumbent Board members and other well-qualified individuals as potential director nominees. To facilitate the search process, the Nominating and Corporate Governance Committee may solicit current directors and executives of the Company for the names of potentially qualified candidates or ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. If the Nominating and Corporate Governance Committee determines to retain an executive search firm to identify Board candidates, it will identify the search firm and approve the search firm’s fees and other retention terms and will specify for the search firm the criteria to use in identifying potential candidates, consistent with the director qualification criteria described below. The Nominating and Corporate Governance Committee will review the backgrounds of each potential candidate, evaluate candidates’ independence from the Company and potential conflicts of interest and determine if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee for candidates for election as a director. Management may assist the committee in the review process at the Nominating and Corporate Governance Committee’s direction. The committee will select the candidate or candidates it believes are the most qualified to recommend to the Board for selection as a director nominee.

The Nominating and Corporate Governance Committee will consider candidates recommended by our stockholders by following substantially the same process and applying substantially the same criteria as it follows for candidates identified by others. Such recommendations must be submitted in writing to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary, Xperi Inc., 2190 Gold Street, San Jose, California 95002, in accordance with the Company's Bylaws. Candidates recommended by the stockholders are evaluated in the same manner as candidates identified by a Nominating and Corporate Governance Committee member.

Director Qualifications

The director qualifications developed to date focus on what the Board believes to be essential competencies to effectively serve on the Board. The Nominating and Corporate Governance Committee takes into account a number of factors when considering director nominees, including but not limited to the following:

Board Diversity

The Board believes that board diversity is important to serving the long-term interests of stockholders. The Board currently includes two female and one LGBTQ+ directors. To reflect its commitment to diversity, if the Board uses a third-party search firm to identify potential director candidates, the Nominating and Corporate Governance Committee will instruct the search firm to include in its initial list of candidates qualified candidates who reflect diverse backgrounds, including diversity of gender and race or ethnicity.

Planned Board Refreshment

The Board has been actively planning to expand its membership. It has engaged in recruiting efforts to identify two new directors whose skills and expertise would be complementary to the incumbent directors. The Board identified two diverse candidates, one with deep experience in the automotive and audio industry and one with advertising monetization expertise. The Board was considering the expansion of the Board and appointment of these candidates prior to the 2024 Annual Meeting when Rubric nominated its candidates to the Board. In light of Rubric’s nominations, and the fact that the Board’s views on Board expansion and the particular skills that would be needed or complementary may change depending upon which director candidates are elected at the Annual Meeting, the Board determined that it should wait before making a final decision on its expansion.

HOW WE GOVERN AND ARE GOVERNED

Pursuant to the Delaware General Corporation Law and the Company’s bylaws, our business, property and other affairs are managed by or under the direction of the Board and its committees. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other officers and advisors, by reviewing materials provided to them and by participating in meetings of the Board and its committees.

Governance Highlights

We are committed to high standards of corporate governance. The Company’s corporate governance program features the following:

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, Board committee structure and functions, and other policies for the governance of the Company. The Nominating and Corporate Governance Committee periodically reviews the Corporate Governance Guidelines, and recommends changes to the Board as warranted. The Corporate Governance Guidelines mandate, and the Nominating and Corporate Governance Committee annually conducts, a thorough Board and Board committee self-evaluation process. The Corporate Governance Guidelines are available on the “Investor Relations” section of our website, which is located at investor.xperi.com, by clicking “Governance Documents” in the “Governance” section of our website.

Independence of Directors

The listing rules of the New York Stock Exchange ("NYSE") generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the NYSE rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent.

In addition, audit committee members must satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries, or be an affiliated person of the listed company or any of its subsidiaries.

The Board has determined that all of the Company’s directors nominated for election, other than Mr. Kirchner, qualify as independent directors in accordance with the applicable NYSE rules. In making these determinations, the Board reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities and relationships as they may relate to the Company and our management, including that Mr. Habiger is the CEO of J.D. Power, with which we have a commercial relationship. The Board determined that the Company's relationship with J.D. Power does not compromise Mr. Habiger’s independence under the NYSE rules. Furthermore, the Board has determined that each member of the Audit Committee meets the

enhanced independence standards for serving on an audit committee under Rule 10A-3 and the NYSE rules, and that each member of the Compensation Committee meets the NYSE’s heightened independence standards for members of a compensation committee and qualifies as a "non-employee director" as defined in Rule 16b-3 of the Exchange Act.

There are no family relationships between any of the Company's directors or executive officers and any of the other directors or executive officers.

Board Leadership Structure

The Corporate Governance Guidelines provide that the Board shall be free to choose its chairperson in any way that it considers in the best interests of the Company.

We believe that separating the roles of Chief Executive Officer and Chair of the Board is in the best interests of the Company and its stockholders because it provides the appropriate balance between strategy development and oversight and accountability of management. However, the Corporate Governance Guidelines do not require the separation of the offices of the Chair of the Board and the Chief Executive Officer. If the Chair is not an "independent director" as such term is defined in applicable NYSE rules, pursuant to the Corporate Governance Guidelines, the Company’s independent directors will designate one of the independent directors on the Board to serve as a lead independent director.

The responsibilities of the lead independent director include:

Board Role in Risk Management

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance stockholder value. Risk management includes not only understanding company-specific risks and the steps management implements to manage those risks, but also what level of risk is acceptable and appropriate for the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and implementing appropriate risk management practices. The Board reviews our business strategy and management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company. For example, the Board annually reviews management’s enterprise risk management assessment, which is designed to (i) identify risks that can negatively impact the Company’s ability to achieve its business objectives; (ii) estimate the magnitude of the potential risks; and (iii) determine approaches to mitigate the identified risks. In addition, during the Company’s quarterly Board meetings, the Board advises and directs management with respect to strategic business risks, litigation risks, and risks related to the Company’s acquisition strategy, among others. The Board also delegates oversight to Board committees to oversee selected elements of risk.

The Audit Committee oversees the Company's major financial risk exposures, including monitoring the integrity of the Company’s financial condition and investments, the integrity of the Company's financial statements, accounting matters, planning regarding business continuity and cybersecurity. The Audit Committee receives periodic internal controls and related assessments from the Company’s finance department, internal audit function and, if applicable, an annual attestation report on internal control over financial reporting from the Company’s independent registered public accounting firm. The Audit Committee also assists the Board in fulfilling its oversight responsibility with respect to compliance matters and meets at least quarterly with our finance department, internal auditor, independent registered public accounting firm and internal or external legal counsel to discuss risks related to our financial

reporting function. In addition, the Audit Committee ensures that the Company’s business is conducted with the highest standards of ethical conduct in compliance with applicable laws and regulations by monitoring the Code of Business Conduct and Ethics Policy, and our corporate compliance hotline. The Audit Committee also discusses other risk assessment and risk management policies of the Company periodically with management.

The Compensation Committee reviews the Company's compensation arrangements for employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking, and reviews the relationship between risk management policies and practices, corporate strategy and the Company's compensation arrangements.

The Nominating and Corporate Governance Committee oversees governance-related risks by working with management to establish and maintain corporate governance guidelines applicable to the Company, and making recommendations regarding director nominees, the determination of director independence, Board leadership structure, membership on Board committees and succession planning. The Nominating and Corporate Governance Committee also oversees the evaluation of the Board as a whole.

Committees of the Board of Directors

The Board currently has the following three standing committees, with the following members:

The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. Each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is composed entirely of independent directors in accordance with the applicable NYSE rules. Furthermore, each member of the Audit Committee meets the enhanced independence standards for serving on an audit committee under Rule 10A-3 promulgated under the Exchange Act and the NYSE rules. The members of the Audit Committee meet the requirements for financial literacy under the applicable NYSE rules. In addition, the Board has further determined that Ms. Durr, Chair of the Audit Committee, qualifies as an “Audit Committee Financial Expert,” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). No Audit Committee member currently serves on the audit committee of more than three public companies. All members of the Compensation Committee meet the NYSE’s heightened independence standards for members of a compensation committee and each member of the Compensation Committee qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act. The Board has adopted a written charter for each of these committees. Copies of the committee charters and the Corporate Governance Guidelines are available, free of charge, on our website at investor.xperi.com.

AUDIT COMMITTEE

The principal duties and responsibilities of the Audit Committee include:

COMPENSATION COMMITTEE

The principal duties and responsibilities of the Compensation Committee include:

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The principal duties and responsibilities of the Nominating and Corporate Governance Committee include:

OTHER COMMITTEES

The Board may establish other committees as it deems necessary or appropriate from time to time.

Board and Committee Meetings and Attendance

During the fiscal year ended December 31, 2023, the Board held a total of eight meetings; the Audit Committee held five meetings; the Compensation Committee held five meetings; and the Nominating and Corporate Governance Committee held six meetings.

Each director attended at least 75% of the aggregate of the total number of Board meetings and total number of meetings of Board committees on which such director served during the time he or she served on the Board or committees. Directors are encouraged to attend the Annual Meeting of Stockholders. All members of the Board attended our 2023 Annual Meeting of Stockholders in their capacity as directors of the Company.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all the members of the Board, officers and employees. The Code of Business Conduct and Ethics is posted on the “Investor Relations” section of our website, which is located at investor.xperi.com under “Governance Documents” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under applicable SEC and NYSE disclosure requirements regarding amendments to, or waivers of, a provision of the Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

Anti-Hedging Policy

The Company has an Insider Trading Policy that prohibits all directors, officers, employees and consultants of the Company (including any entities whose securities trading decisions they control or influence) from purchasing the Company's stock on margin, pledging the Company’s stock to secure margin or other loans, engaging in short sales of the Company's stock, buying or selling put or call options on the Company's stock, entering into other derivative contracts or hedging transactions, and placing standing or limit orders on the Company's securities.

HOW WE COMMUNICATE WITH AND LISTEN TO YOU

We believe that effective corporate governance includes year-round engagement with our stockholders and other stakeholders. We meet regularly with our stockholders to discuss our business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. We engage with many of our large stockholders multiple times a year, both on an ad hoc basis and regularly in conjunction with our quarterly earnings announcements. Our Investor Relations team also has touchpoints with smaller stockholders each year. We find it beneficial to have ongoing dialogue with our stockholders throughout the year on a full range of topics (instead of engaging with stockholders only prior to our annual meeting on issues to be voted on in the proxy statement).

Our direct engagement with stockholders helps us better understand our stockholders’ priorities, perspectives, and issues of concern, allows us to elaborate on our many initiatives and practices, and informs the Board’s deliberations. We take insights from this feedback into consideration and regularly share them with the Board as we review and evolve our practices and disclosures.

The Board has created a number of other ways for interested parties to contact us and provide input, including:

The Corporate Secretary will review all correspondence addressed to the Board, or any individual Board member, for any inappropriate correspondence and any correspondence more suitably directed to management. However, the Corporate Secretary will summarize all correspondence not forwarded to the Board and make the correspondence available to the Board for its review at the Board’s request. The Corporate Secretary will forward appropriate correspondence from interested parties, including stockholders, communications to the Board prior to the next regularly scheduled meeting of the Board following the receipt of the correspondence.

HOW NON-EMPLOYEE DIRECTORS ARE PAID

Fiscal 2023 Director Compensation

Non-Employee Director CASH Compensation

Under the Company's director compensation program, we pay each of the non-employee directors an annual cash retainer of $50,000. We pay the non-executive Chair of the Board an additional annual cash retainer of $50,000. In addition, we pay each of the non-employee directors the following annual cash retainers for their service as a

member, or chair, as applicable, of the Board committees:

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. The Chief Executive Officer does not receive any additional compensation for serving as a director.

Non-Employee Director Equity Compensation

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 ("RSU") 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 $190,000 by 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.

OTHER COMPENSATION

Non-employee directors receive no other form of remuneration, perquisites or benefits for their service as members

of the Board, but we do reimburse the non-employee directors for reasonable travel and other expenses related to Company meetings as well as reasonable expenses associated with director education programs.

2023 DIRECTOR COMPENSATION TABLE

The following table shows compensation information for the non-employee directors for fiscal year 2023.

Stock Ownership Guidelines

We maintain a stock ownership policy for the non-employee directors. The stock ownership policy requires the non-employee directors to acquire and hold a number of shares of the Company’s common stock equal in value to three times the director’s annual cash retainer for regular service on the Board (excluding any annual cash retainer for

serving on a committee or as chair) until such director’s service on the Board ceases. Each non-employee director has until the fifth anniversary of the latest of his or her initial election or appointment to the Board, the effective date of the policy, or any amendment to the applicable ownership threshold, to attain the required ownership level. The Compensation Committee may make exceptions in situations where the non-compliance occurs as a result of transactions made pursuant to a hardship exception or bona fide gift. As of December 31, 2023, all of the incumbent non-employee directors have either achieved the recommended ownership level or are expected to achieve the recommended ownership level within five years of their initial election or appointment to the Board.

COMPANY

XPERI AT A GLANCE

Xperi is a leading consumer and entertainment technology company. Through our brands (DTS®, HD Radio™, and TiVo®) and our startup Perceive, we create extraordinary experiences at home and on the go for millions of consumers around the world, enabling audiences to connect with content in a way that is intelligent, immersive, and personal. Further, pursuant to a consumer electronics device certification and licensing program operated by IMAX Corporation and DTS, Inc., we offer consumers worldwide the ability to experience an IMAX® Enhanced immersive movie experience with IMAX® Enhanced content from leading studios.

Powering smart devices, connected cars, entertainment experiences and more, we bring together ecosystems designed to reach highly engaged consumers, allowing us and our ecosystem partners to uncover significant new business opportunities. Our technologies are integrated into consumer devices and a variety of media platforms worldwide, extending to 30 million streaming households, 90 million cars, and billions of consumer devices.

WHO WE ARE

Headquartered in Silicon Valley with operations around the world, our employees have diverse skill sets and backgrounds, and a shared passion for developing and delivering technology that creates extraordinary experiences.

As of December 31, 2023, our executive officers were Jon Kirchner, Robert Andersen, Becky Marquez, Matt Milne, and Geir Skaaden. Set forth below are the name, age, and title of each of our executive officers as of [•], 2024.

The following are biographical summaries of our executive officers other than Mr. Kirchner, for whom a biographical summary is set forth under “Board of Directors—Who We Are” above.

Robert Andersen has served as the Chief Financial Officer of Xperi Inc. since its spin-off from its former parent Adeia Inc. (f/k/a Xperi Holding Corporation) in October 2022. Prior to the spin-off, he served as CFO of Xperi Holding Corporation beginning in 2020, when Xperi Corporation merged with TiVo Corporation. Prior to that, he served as Executive Vice President and CFO of Xperi Corporation beginning in 2016.

Becky Marquez has served as the Chief Legal Officer and Corporate Secretary of Xperi Inc. since December 2022. Prior to joining the Company, Ms. Marquez was General Counsel at Ring LLC (acquired by Amazon.com, Inc. in 2018), a manufacturer of home security and smart home devices.

Matt Milne has served as the Chief Revenue Officer of Xperi Inc. since its spin-off from its former parent Adeia Inc. (f/k/a Xperi Holding Corporation) in October 2022. Prior to the spin-off, he served as Chief Revenue Officer of Xperi Holding Corporation beginning in 2020, when Xperi Corporation merged with TiVo Corporation. Prior to that, he served as TiVo’s Chief Revenue Officer beginning in January 2017. Mr. Milne currently serves on the board of directors of IPG Inc., a joint venture between Xperi's subsidiary Rovi Product Corporation and Dentsu Group Inc. Mr. Milne is one of Xperi's representatives on IPG's board.

Geir Skaaden has served as the Chief Products and Services Officer of Xperi Inc. since its spin-off from its former parent Adeia Inc. (f/k/a Xperi Holding Corporation) in October 2022. Prior to the spin-off, he served as Chief Products and Services Officer of Xperi Holding Corporation beginning in 2020, when Xperi Corporation merged with TiVo Corporation. Prior to that, he served as Chief Products and Services Officer of Xperi Corporation beginning in 2016. He previously served on the board of Onkyo Pioneer Corporation from 2018 to 2020.

HOW WE DID

In our first full fiscal year as a standalone public company, we delivered solid financial results with improved profitability, made significant business and operational progress, and advanced our ongoing cost transformation efforts. We remain focused on increasing profitability, improving cash flow, and achieving our three-year targets for Xperi's independent media platforms.

Financial and Business Highlights

HOW WE DO IT

Our Culture and Employees

As of December 31, 2023, we had approximately 2,100 employees working in North America, Europe, and Asia. We also employ individuals on a temporary basis and use the services of contractors as necessary. At Xperi, we are dedicated to creating a workplace where all our employees have a voice, feel safe and valued, and are acknowledged for their unique contributions to our business outcomes. Driven by our vision, mission, and values, our culture shapes the standards that influence our performance and the way we work.

Our Values

In 2023, we worked to embed our values into our learning and development policies and processes, further strengthening our culture. We continued to hold twice-a-year employee listening sessions to hear directly from our employees about our cultural strengths and areas for improvement. This feedback informed our culture, strategy, and programming for the year. We also launched “Leader Led Session Toolkits” to encourage and enable our people managers to champion our values directly with their teams.

Talent Retention and Attraction

We provide our employees with competitive compensation packages and a range of benefits. These benefits include flexible paid time off, a generous rewards and recognition program, training and development opportunities, tuition reimbursement, wellness initiatives, local discounts, and more.

Career Performance and Development

We continued to roll out our Xperi Management “Xperience Program” for all people managers. We also launched our “Xtraordinary Leadership Program” for our executive population. These programs are supported by regular manager connect sessions and leadership meetings, and by a robust online resource library to bolster our managers and leaders as they support our employees and nurture our culture.

Employee Health and Wellness

Xperi offers numerous resources to support employee wellness globally. These resources include free access to the mindfulness app, Headspace, as well as access to Xperi's virtual fitness program, XFit. We also offer Employee Assistance Programs (EAPs) and additional resources and tools to support our employees’ overall mental health, such as access to podcasts, videos, and “Mindful Leadership” toolkits for people managers.

Diversity, Equity & Inclusion

At Xperi, we value diversity and seek to create an environment where all can contribute and succeed. As part of this effort, we created the Diversity, Equity and Inclusion ("DEI") Council, which helps identify and address topics related to diversity, equity and inclusion at Xperi.

We have numerous employee resource groups ("ERGs") that are employee-led, voluntary communities for employees who share similar backgrounds or identities. ERGs develop programming throughout the year supporting culture and belonging, encourage diversity, and empower employees to achieve their personal and career goals. Our ERGs include:

In 2023, we achieved a score of 95 out of 100 on the Human Rights Campaign Foundation’s Corporate Equality Index ("CEI"), a 12% increase since we last completed the survey in 2021. The CEI is a national benchmarking survey and report, measuring corporate policies, practices and benefits of lesbian, gay, bisexual, transgender and queer employees related to workplace equality.

ESG Highlights

At Xperi, we understand our investment in ESG plays a role in our ongoing success, which is why we aim to understand and address our ESG risks with flexibility, transparency, and accountability. Our goal is to enable extraordinary experiences for millions of people around the world and that starts with a commitment to a

brighter future for everyone.

We started our ESG journey in 2021 with the completion of our inaugural materiality assessment.

In 2022, we set targets within each of the focus areas of our ESG program: Culture and Belonging, Resilience, and Community Impact.

In 2023, we continued working toward achieving our external ESG targets. We completed our 2022 and 2023 greenhouse gas inventories and established a strategy to reduce our emissions.

Our ESG strategy will help Xperi combat future risks, while allowing us to identify potential opportunities for growth. As our ESG program continues to evolve and mature, we will report against our targets, disclosures, and progress annually. Please visit our website at xperi.com/esg for more information on ESG at Xperi.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of March 1, 2024, with respect to the beneficial ownership of shares of the Company's common stock by (i) each person or group of affiliated persons known to us to beneficially own more than 5% of the outstanding shares of our common stock, (ii) each of the directors and director nominees, (iii) each named executive officer ("NEO") for fiscal year 2023, and (iv) all of the directors and executive officers as a group. Applicable percentage ownership is based on 45,030,023 shares of our common stock outstanding as of March 1, 2024.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include (a) shares of common stock underlying options held by the person or entity that are immediately exercisable or exercisable within 60 days of March 1, 2024, and (b) shares of common stock underlying RSUs held by the person or entity that are currently vested or will vest within 60 days of March 1, 2024. These shares are deemed to be outstanding and beneficially owned by the person holding those options, warrants or RSUs for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons listed in the table is c/o Xperi Inc., 2190 Gold Street, San Jose, California 95002.

* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

TRANSACTIONS WITH RELATED PERSONS

RELATED PERSON TRANSACTIONS

Since January 1, 2023, there has not been, nor is there currently planned, any transaction or series of similar transactions to which we were or are a party in which the amount involved exceeds $120,000 and in which any director, nominee for director, executive officer or holder of more than 5% of our capital stock or any member of their immediate families had or will have a direct or indirect material interest other than the compensatory transactions described above and the agreements and transactions described below.

Indemnification Agreements

As permitted by the Delaware General Corporation Law, we have adopted provisions in the amended and restated Charter that limit or eliminate the personal liability of the directors to us for monetary damages for a breach of their fiduciary duty as a director, except for liability for:

Pursuant to the amended and restated Charter and Bylaws, we are obligated, to the maximum extent permitted by Delaware law, to indemnify each of our directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. A “director” or “officer” includes any person who is or was a director or officer of the Company, is or was serving at our request as a director or officer of another enterprise or was a director or officer of a corporation which was a predecessor corporation of the Company or of another enterprise at the request of the predecessor corporation. Pursuant to the amended and restated Charter and Bylaws, we also have the power to indemnify our employees to the extent permitted under Delaware law. Our amended and restated Charter and Bylaws provide that the Board may authorize the advancement of expenses for the defense of any action for which indemnification is required or permitted. Our amended and restated Charter and Bylaws permit us to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company or, at our request, served in such a capacity for another enterprise.

We have entered into indemnification agreements with each of the directors and officers that are, in some cases, broader than the specific indemnification provisions permitted by Delaware law, and that may provide additional procedural protection. The indemnification agreements require us, among other things, to:

At present, there is no pending litigation or proceeding involving any of the directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.

Relationship with Chief Content Officer

Bill Neighbors serves as the Chief Content Officer and is the brother-in-law of Chief Executive Officer and director, Jon E. Kirchner. During the year ended December 31, 2023, Mr. Neighbors received compensation of approximately $343,852 in base salary, $128,368 in bonus, $9,900 in cash incentives, and RSU grants with an aggregate grant date fair value of $109,100. Mr. Neighbors’ current base annual salary is $350,100 and he is eligible for a target bonus of 45% of his base annual salary for fiscal year 2024.

PROCEDURES FOR APPROVAL OF RELATED PERSON TRANSACTIONS

The Company recognizes that Related Person Transactions ("RPT"s) can present potential or actual conflicts of interest and may raise questions among stockholders as to whether those transactions are consistent with the best interests of the Company and its stockholders. The Company maintains a written RPT policy to enter into RPTs only when the Board, acting through the Audit Committee, reviews and approves or ratifies such transaction.

The RPT policy defines “Related Person Transaction” as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and in which any Related Person (as defined below) had, has or will have a direct or indirect material interest. A "Related Person" includes a director, director nominee, or executive officer of the Company, any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities, or any immediate family member of such person, as well as any entity in which any of the foregoing persons is employed or is a partner or principal or in which such person has a 5% or greater beneficial ownership interest.

The Company’s RPT policy requires that all directors or executive officers provide notice to the Company’s Chief Legal Officer of the relevant facts and circumstances prior to entering into a potential RPT. The Chief Legal Officer will assess whether the proposed transaction is a RPT for purposes of the policy and provide the material facts of the transaction to the Audit Committee if she determines that the proposed transaction is an RPT.

The disinterested members of the Audit Committee will approve or ratify only those RPTs that are in the best interests of the Company and its stockholders, as the committee determines in good faith. The Audit Committee will consider all of the relevant facts and circumstances available, including, among other factors it deems appropriate, the following:

In the event the Company becomes aware of an RPT that has not been approved under the RPT Policy, the matter must be reviewed by the Audit Committee. The Audit Committee will consider all of the relevant facts and circumstances with respect to such transaction, including the items listed above, and will evaluate all options available to the Company, including ratification, revision or termination of such transaction, and will take such course of action as the committee deems appropriate under the circumstances.

The RPT Policy is posted on the “Investor Relations” section of our website, which is located at investor.xperi.com under “Governance Documents” in the “Governance” subsection.

In addition to the RPT Policy, the Code of Business Conduct and Ethics Policy requires that all directors, officers and employees make appropriate disclosure of any situation that could give rise to a conflict of interest to the Company’s Chief Legal Officer.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

INTRODUCTION

The NEOs for fiscal year 2023 are:

The following section provides compensation information pursuant to the scaled disclosure rules applicable to “emerging growth companies” under the rules of the SEC, including reduced narrative and tabular disclosure obligations regarding executive compensation.

The historical compensation for periods prior to October 1, 2022 shown in the tables below was determined by the Company's former parent Adeia Inc. (f/k/a Xperi Holding Corporation) ("Former Parent"). On October 1, 2022, we completed our spin-off from the Former Parent and became an independent publicly-traded company (the "Separation"). Prior to the Separation, we were part of the Former Parent, and therefore, compensation of the executive officers was determined based on the design and objectives of the Former Parent's executive compensation programs. Following our Separation from the Former Parent, the compensation levels of our executive officers were determined based on the compensation policies, programs and procedures established by the Compensation Committee.

In connection with the Separation, the outstanding Former Parent equity awards held by our executive officers were converted into either Company equity awards or both a Former Parent equity award and a Company equity award. The converted Company equity awards are subject to the same terms and conditions applicable prior to the Separation as adjusted in connection with the Separation, and in the case of certain performance-based equity awards, with adjusted targets. Other compensation agreements described below, including employment and severance terms, were assigned by the Former Parent and continued by the Company following the Separation.

COMPENSATION PHILOSOPHY AND OBJECTIVES

We have designed the executive compensation program to attract, retain and motivate top-tier talent in a highly competitive marketplace and to maximize long-term stockholder value by rewarding the executive officers, including the NEOs, for strong strategic and financial performance. The NEOs' compensation is comprised of base salaries, short-term performance-based cash incentives, and long-term incentives delivered in the form of equity compensation that is earned over a multi-year period. 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 the executives, while providing strong alignment with our stockholders. Our goal is to “pay for performance” to drive business results and maximize long-term stockholder value. As a result, executive compensation is highly incentive-based and weighted towards long-term equity compensation. We hold the executives to stringent performance standards and, as a result, the executive compensation plans are designed to

pay competitively if strategic and financial performance objectives are met – and less so if these objectives are not achieved. Below is an overview of the Company's compensation programs and practices along with the fiscal year 2023 NEO compensation.

SUMMARY OF CERTAIN EXECUTIVE COMPENSATION PRACTICES

We endeavor to maintain sound executive compensation governance practices. We have adopted the following policies and practices with respect to executive compensation programs in which the NEOs participate:

SUMMARY COMPENSATION OF NAMED EXECUTIVE OFFICERS

Emphasis on Pay-for-Performance

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 the reported values in the Summary Compensation Table to his earned compensation for 2023.

Below is a discussion of the key components of the NEOs' pay-for-performance programs for 2023, as reflected in the Summary Compensation Table below.

Annual Performance-Based Cash Incentive Bonuses

The NEOs are eligible to receive an annual cash incentive bonus under our annual bonus plan, which we refer to as the MBO Plan. Bonuses paid to the NEOs under the MBO Plan are based on our achievement of specific pre-established corporate performance goals and upon an evaluation of the individual officer’s performance for their efforts tied to the corporate and operational goals for the year. The NEOs may receive a smaller award (or no award) if we do not achieve a target level of performance and a larger award (capped) if we exceed the target level of performance.

The corporate performance goals for 2023 were a combination of financial goals related to revenue and non-GAAP operating profit (as each such financial metric was defined in the MBO Plan, “MBO Revenue” and “MBO Non-GAAP Operating Profit”, respectively) and strategic and operational goals (“MBO Goals”) that were directly supportive of our short-term and long-term strategic plans. The target level of attainment for the financial goals was $531.5 million for MBO Revenue and 5.6% for MBO Non-GAAP Operating Profit. The MBO Goals were generally designed to reduce organizational complexity and advance strategic and growth initiatives. The actual performance under the MBO Plan was $517.7 million for MBO Revenue and 4.7% for MBO Non-GAAP Operating Profit. MBO Revenue was calculated as the Company's total revenue, excluding revenue of Perceive Corporation. MBO Non-GAAP Operating Profit was

calculated as MBO Revenue, less total operating expenses (excluding from expenses the following: stock-based compensation, amortization of intangibles, restructuring and one-time charges, the costs of any acquisitions or divestitures, other non-operating expenses, and direct costs for Perceive Corporation), divided by MBO Revenue. The annual cash incentive bonuses under the MBO Plan paid to the NEOs were as follows:

Long-Term Compensation

Our long-term equity incentive compensation program is intended to provide the NEOs with opportunities to participate in the appreciation of our stock price and to create unvested equity award value that will provide a financial incentive for executives to remain with and work for organization's continued success.

2023 Equity Grants

The Compensation Committee determined that the annual equity awards granted to the NEOs in 2023 should consist of time-vesting RSU grants and performance-based PSU grants. The performance-based PSU grants awarded in March 2023 as part of our NEOs’ annual awards represent 60% of the total award value for our Chief Executive Officer, and 50% of the total award value for the other NEOs. The Compensation Committee determined that these two types of equity awards provided the appropriate balance of long-term incentives for the NEOs in 2023. The Compensation Committee set rigorous performance award goals that ultimately serve to align management and our stockholders’ interests, as further described below. The target was set at a level the Compensation Committee determined to be competitively challenging, with the maximum metric requiring a higher level of performance. Further, the vesting of the PSUs is conditioned upon the NEOs remaining employed with the Company through the awards' performance certification date. The RSUs granted to the NEOs vest over a four-year vesting schedule in annual installments following the grant date. The RSU and PSU awards granted to the NEOs 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. The PSU awards are reflected in the table below, assuming target performance.

Annual March 2023 RSU and PSU Awards

The March 2023 PSU awards are structured to be based entirely on a three-year performance period (2023-2025) and are eligible to vest on a cliff basis, if at all, after three years based upon the achievement of a three-year stock price appreciation target along with a revenue growth goal. Depending on the level of achievement, no shares will be issuable if performance is below the threshold, and twice the number of target shares will be issuable if the maximum performance level is achieved. Shares will vest upon the Compensation Committee’s certification of stock price performance and revenue growth at the end of the performance period, subject to each participant’s continued employment with the Company through the award’s performance certification date.

July 2023 PSU Awards

In July 2023, the Compensation Committee, after considering the recommendation of its independent compensation advisor, approved an additional award for our executive team to drive and recognize specific performance, support retention, and continue to lead our transformation post-separation. In addition to the retention element that the award provides, the July PSU award incorporates a challenging stock price appreciation target, a product deployment goal, and a non-GAAP operating margin goal to be achieved over an 18-month performance period. This award is 100% performance-based to emphasize pay for performance and strengthens our commitment to creating shareholder value. The PSU awards are reflected in the table below, assuming target performance.

The July 2023 PSU awards are structured to be based entirely on an 18-month performance period and are eligible to vest on a cliff basis, if at all, after 18 months based upon the achievement of an 18-month stock price appreciation target, a product deployment goal, and a non-GAAP operating margin goal. Non-GAAP operating margin is calculated as the Company's total revenue, less total operating expenses (excluding from expenses the following: stock-based compensation, amortization of intangibles, restructuring and one-time charges, the costs of any acquisitions or divestitures, and other non-operating expenses), divided by total revenue. Depending on the level of achievement, no shares will be issuable if performance is below the threshold, and 150% of the target number of shares will be issuable if the maximum performance level is achieved. Shares will vest upon the Compensation Committee’s certification of stock price performance, product deployment achievement, and non-GAAP operating margin attainment at the end of the performance period, subject to each participant’s continued employment with the Company through the award’s performance certification date.

Forfeiture of 2020 PSU Awards

No shares were earned by the NEOs under the 2020 PSU awards. The 2020 PSU awards were structured to be based entirely on a three-year performance period (2020-2023) and were eligible to vest on a cliff basis, if at all, after three years based upon the achievement of a three-year stock price appreciation target. At the end of the performance period in 2023, the Compensation Committee determined that the level of stock price appreciation attained for the three-year performance period did not meet the minimum threshold performance target.

The NEOs also forfeited the corresponding portion of the 2020 PSU awards that remained as Former Parent PSUs in connection with the Separation.

Summary Compensation Table

The table below sets forth, for the fiscal years ended December 31, 2023 and 2022, the compensation paid to the NEOs. The reported compensation includes compensation earned pursuant to compensation programs adopted by the Former Parent for Messrs. Kirchner, Andersen and Skaaden prior to the Separation on October 1, 2022, and compensation earned under compensation programs adopted by the Company after October 1, 2022 for the NEOs.

(4) 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 the MBO Plan (as described below).

(5) The amounts in the “All Other Compensation” column for fiscal year 2023 consist of the following payments and benefits paid by the Company to or on behalf of each NEO: 401(k) employer match - $9,900; life insurance premiums - $1,044.

Outstanding Equity Awards at Fiscal Year-End

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, 2023: