DEF 14A 1 xper-def14a_20210514.htm DEF 14A xper-def14a_20210514.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

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

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Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12

XPERI HOLDING CORPORATION

 

 

(Name of Registrant as Specified In Its Charter)

 

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

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Notice of Annual Meeting

of Stockholders

Friday, May 14, 2021

9:00 a.m., Pacific Time

TIME: 9:00 a.m. (Pacific Time) on Friday, May 14, 2021. Online check-in will begin at 8:45 a.m. (Pacific Time) and you should allow ample time for the check-in procedures.

PLACE: Due to the public health concerns regarding the COVID-19 pandemic, the 2021 annual meeting will be held virtually via live audio-only webcast at www.virtualshareholdermeeting.com/XPER2021. The 2021 annual meeting will be held online only and you will not be able to attend the meeting in person. You will be able to vote your shares electronically and submit questions online during the meeting by logging in to the website listed above using the 16-digit control number included in your proxy card.

ADMISSION: To attend the meeting, you will need the 16-digit control number included in your proxy card.

ITEMS OF BUSINESS:

1.

To elect seven (7) members of the Board of Directors to hold office until the next annual meeting or until their successors are duly elected and qualified;

2.

To hold an advisory vote to approve the compensation of our named executive officers as described in the proxy statement;

3.

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its year ending December 31, 2021; and

4.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on March 17, 2021 as the record date for the determination of stockholders entitled to receive notice of, and to vote at, the Annual Meeting of Stockholders, or at any adjournments of the Annual Meeting of Stockholders.

We are pleased to be furnishing proxy materials to stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of proxy materials and lowers the costs of printing and distributing our annual meeting materials. On or about March 31, 2021, a Notice of Internet Availability of Proxy Materials was mailed to our stockholders containing instructions on how to access our 2021 Proxy Statement and 2020 Annual Report on Form 10-K, and how to vote online. The Notice also included instructions on how you can receive a copy of your annual meeting materials, including the notice of annual meeting, proxy statement, and proxy card by mail, via e-mail or by downloading them online. If you choose to receive your annual meeting materials by mail, the notice of annual meeting, proxy statement from the Board of Directors, proxy card and annual report will be enclosed. If you choose to receive your annual meeting materials via e-mail, the e-mail will contain voting instructions and links to the annual report and the proxy statement on the Internet, both of which are available at http://www.proxyvote.com and on our website at http://investor.xperi.com/. If you access http://www.proxyvote.com using the instructions on the Notice, you will also be given the option to elect to receive future proxy materials by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail

 


 

next year with instructions containing a link to the annual meeting materials and a link to the proxy voting site. Your election to receive future proxy materials by e-mail or in printed form by mail will remain in effect until you terminate such election.

In order to ensure your representation at the Annual Meeting of Stockholders, you are requested to submit your proxy over the Internet, by telephone or by mail.

All stockholders are cordially invited to attend the Annual Meeting of Stockholders.

By Order of the Board of Directors

Xperi Holding Corporation

/s/ Paul E. Davis

PAUL E. DAVIS

Secretary

San Jose, California

March 31, 2021

 

 

 

 


 

 

Table of Contents

 

PROXY STATEMENT FOR THE ANNUAL MEETING

5

 

 

PROXY SUMMARY

5

 

 

ABOUT THE MEETING

11

 

 

PROPOSAL 1 — ELECTION OF DIRECTORS

15

 

 

GOVERNANCE OF THE COMPANY

23

 

 

Compensation of Directors

29

 

 

EQUITY COMPENSATION PLAN INFORMATION

31

 

 

EXECUTIVE OFFICERS

32

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

34

 

 

EXECUTIVE COMPENSATION AND RELATED INFORMATION

36

 

 

Compensation Discussion and Analysis

36

Report of the Compensation Committee

58

Compensation of Named Executive Officers

59

 

 

PROPOSAL 2 — ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

65

 

 

PROPOSAL 3 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

66

 

 

Report of the Audit Committee

68

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

69

 

 

STOCKHOLDER PROPOSALS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS

71

 

 

OTHER MATTERS

71

 

 

 

 

 

 

 

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        XPERI - Proxy Statement

 

 

 


 

 

 

 

 

Xperi Holding Corporation

3025 Orchard Parkway

San Jose, CA 95134

 

PROXY STATEMENT FOR THE ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ON MAY 14, 2021

 

This proxy statement is furnished in connection with the solicitation of proxies for use prior to or at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Xperi Holding Corporation (together with its subsidiaries, herein referred to as the “Company” or “Xperi”), a Delaware corporation, to be held at 9:00 a.m. Pacific Time on Friday, May 14, 2021 and at any adjournments or postponements thereof for the following purposes:

 

To elect seven (7) members of the Board of Directors to hold office until the next annual meeting or until their successors are duly elected and qualified;

 

To hold an advisory vote to approve the compensation of our named executive officers as described in the proxy statement;

 

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its year ending December 31, 2021; and

 

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

We made this proxy statement and accompanying form of proxy available to stockholders beginning on March 31, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on

May 14, 2021:

This proxy statement, form of proxy and the Company’s 2020 Annual Report on Form 10-K are available electronically at http://www.proxyvote.com and on our website at http://investor.xperi.com.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

References to “Xperi,” “we,” “us” and “our” refer to Xperi Holding Corporation and its consolidated subsidiaries. References to “GAAP” refer to generally accepted accounting principles in the United States of America. References to “TiVo” refers to “TiVo Corporation” unless the context otherwise indicates. References to “RSUs” refer to time-based vesting restricted stock units. References to “Performance-based PSUs” refer to company-designated performance-based vesting restricted stock units.

 

 

 

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Business Highlights

2020 was a transformative year for Xperi. We closed our merger with TiVo Corporation, made significant progress on integration, and were able to achieve 90 percent of the $50 million target in run rate synergies from the combination. Importantly, as of the first quarter of 2021, we have reached the $50 million run rate synergy target we set for the transaction, nine months ahead of schedule.

Despite operating in a global pandemic, in the second half of 2020 we delivered revenue of $637 million, and generated $360 million in operating cash flow. On the capital allocation front, we paid down $176 million of the debt issued in connection with the merger, bringing our debt balance to $874 million. Since the closing of the merger, we repurchased $70 million of our stock at an average price of $14.25 per share and we paid out $10.7 million in cash dividends to our stockholders.

We executed on several important strategic initiatives throughout the year:

 

In our IP licensing business, we successfully closed transformational deals that underscore the foundational nature of our innovations and their long-term value in multiple licensing markets.

 

o

On the Media side of our IP business, we successfully entered into a long-term agreement with Comcast that extends into 2031, illustrating the continued relevance and value of our media IP portfolio well into the future.

 

o

On the Semiconductor side of our IP business, we entered into an important patent license and technology transfer agreement with SK hynix, reinforcing our leading IP position in hybrid bonding as that market continues to develop.

 

In our product business, despite COVID-related headwinds, we executed our plan to deliver a range of new products during the year, including the TiVo Stream 4K, DTS AutoStage, our connected radio solution, and DTS AutoSense, our in-cabin monitoring solution.

 

In addition, we observed strong industry interest in our new Perceive Ergo chip for edge-based AI applications.

 

2020 was a year like no other, and our employees came together seamlessly to deliver on our mission to provide extraordinary experiences in the home, on-the-go and in the car. And, while we were impacted by the pandemic in some areas of our business, we finished the year with strong results and key strategic accomplishments.

Governance Highlights

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

 

a strong independent chairman of the Board;

 

all of our directors, other than our CEO, are independent;

 

majority voting for election of directors in uncontested elections;

 

a diverse Board with broad industry experience, backgrounds, and technical and financial expertise, and includes two female board members and one board member who identifies with an underrepresented community;

 

we have no stockholder rights plan in place;

 

regularly updated charters for each of the Board’s committees, which clearly establish the roles and responsibilities of each such committee;

 

regular executive sessions among our non-employee and independent directors;

 

a Board that enjoys unrestricted access to the Company’s management, employees and professional advisers;

 

each director nominee 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 such director served on the Board or committees;

 

a clear Code of Business Conduct and Ethics that is reviewed regularly for best practices;

 

a clear set of Corporate Governance Guidelines that is reviewed regularly for best practices;

 

a clawback policy that provides that our Compensation Committee or Board of Directors may require the forfeiture, recovery or reimbursement of incentive compensation from an executive officer in the event of

 

 

 

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restatement of the Company’s financial results due to its material noncompliance with any financial reporting requirement under United States securities laws;

 

policy prohibiting hedging, pledging or shorting of company stock by all employees and directors;

 

including service on legacy Xperi Corporation and legacy TiVo Corporation boards, the longest tenure of any director is eight years and an average tenure of approximately five years;

 

the Compensation Committee’s engagement of an independent compensation consultant;

 

minimum stock ownership requirement to ensure that our directors and executives remain aligned with the interests of the Company and its stockholders; and

 

a Board that is up for election annually and has been since the Company’s initial public offering in 2003.

 

Environmental, Social, and Governance (ESG) Highlights

We remain focused on responsible business conduct related to our environmental and social impact, and the manner in which we manage our business. To further understand our environmental and social impact and formalize our commitment to sustainability, we recently engaged an independent consultant to conduct our inaugural materiality assessment. The outcomes of this assessment will determine the ESG issues that matter most to our business and our stakeholders (including our shareholders, employees, customers, and partners) and inform our future direction, priorities, and reporting. Our materiality assessment is expected to be completed by June 2021.

Workforce & Board Diversity

We have demonstrated support and commitment to developing a culture of non-discrimination and embracing diversity and inclusion throughout our workforce. Our current employee resource groups represent the LGBTQ+ community, the Black community, women, and veterans. We also have formed a Diversity and Inclusion council comprised of all levels of employees and senior executives. The purpose of the council is, among other things, to identify and address issues of diversity and inclusion across recruitment, retention, and promotion through multiple and unique perspectives from a diverse group of our employees. In June 2020, we joined the business coalition in support of the Equality Act, a measure that supports federal legislation that would provide the same basic protections to LGBTQ+ people as are provided to other protected groups under federal law. Additionally, we comply fully with California’s board diversity legislation that requires a minimum number of female directors and directors from underrepresented communities.

 

 

 

XPERI - Proxy Statement        

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Board Nominees

 

 

 

Director

Experience/

Independent

Committee

Other Company

Name

Age

Since

Qualification

Yes

No

Memberships

Boards

Darcy Antonellis

58

2020

   Public and private company executive

   Extensive experience in content services, media and entertainment industry

 

   Nominating and Governance Committee Chair

 

   Cinemark Holdings, Inc.

 

Laura J. Durr

60

2020

   Public company CFO experience

   Extensive accounting and finance expertise

   Financial and operational leadership experience in leading Silicon Valley technology companies

 

 

   Audit Committee Chair

   Nominating and Governance Committee

   Netgear, Inc.

   Owlet Baby Care (private)

 

David C. Habiger

52

2020

   CEO experience

   Extensive experience in digital media and entertainment

   Director of the Federal Reserve Bank of Chicago

 

   Board Chair

   Compensation Committee

   Nominating and Governance Committee

   Echo Global Logistics, Inc

   Grubhub, Inc.*

   Stamps.com

   JD Power (private)

   Noble Rock Acquisition Corporation

Jon Kirchner

53

2020

   Public Company CEO

   Extensive experience in digital media and entertainment

 

None

   Free Stream Media Corp (Samba TV) (private)

Daniel Moloney

61

2020

   Extensive executive management, leadership and technological expertise and experience

   Extensive experience in telecommunications, technology and technology-enabled business service

 

   Audit Committee

   Compensation Committee

   Plantronics, Inc. (dba Poly)

   Digital River (private)

   Stratus (private)

 

Raghavendra Rau

71

2020

   Extensive executive management, marketing, business development and strategy experience

   Extensive experience in digital video, content and technology industries

 

   Nominating and Governance Committee

   Quantum Corporation

 

Christopher A. Seams

58

2020

   Public Company Executive

   Extensive experience in semiconductor industry

   Member of IEEE

 

   Compensation Committee Chair

   Audit Committee

   ONTO Innovation Inc.

*On June 10, 2020, Grubhub, Inc. (“Grubhub”) announced that it entered into a merger agreement with Just Eat Takeaway.com in which Grubhub would be acquired by Just Eat Takeaway. The merger is anticipated to close in the first half of 2021, and Mr. Habiger will no longer serve on the Board of Directors of Grubhub or the combined company following the closing of the merger.

Darcy Antonellis has served on the Board since June 2020 following the merger between Xperi Corporation and TiVo. Ms. Antonellis is Division President of Amdocs Media, a division of Amdocs (NASDAQ: DOX). Previously she was Chief Executive Officer of Vubiquity Inc. until it was acquired by Amdocs in 2018. From June 1998 until December 2013, she held numerous positions at Warner Bros. Entertainment Inc., a Time Warner company, including President, Technical Operations and Chief Technology Officer.

 

 

 

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        XPERI - Proxy Statement

 

 

 


 

Laura J. Durr has served on the Board since June 2020 following the merger between Xperi Corporation and TiVo. 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 joining Polycom, Ms. Durr held executive positions in finance and administration at Lucent Technologies and International Network Services and also spent six years at Price Waterhouse LLP.

David C. Habiger has served on the Board and as Chairman of the Board since June 2020 following the merger between Xperi Corporation and TiVo. Mr. Habiger currently serves as the Chief Executive Officer of JD Power, a privately held company. Mr. Habiger served as the interim CEO at Textura Corporation, a software company focused on construction management, from May 2015 until its sale to Oracle Corporation in June 2016. He currently is a member of the Board of Directors of the Federal Reserve Bank of Chicago.

Jon Kirchner has served on the Board and as Chief Executive Officer since June 2020 following the merger between Xperi Corporation and TiVo. 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 in December 2016. Mr. Kirchner served as DTS’s Chairman of the board of directors and Chief Executive Officer from 2010 to December 2016 and had been a member of DTS’s board of directors from 2002 to December 2016. He served as DTS’s Chief Executive Officer from 2001 to 2010 and served in a number of senior leadership roles at DTS from 1993 to 2001. Prior to joining DTS, Mr. Kirchner worked for the consulting and audit groups at Price Waterhouse LLP (now PricewaterhouseCoopers LLP).

Daniel Moloney has served on the Board since June 2020 following the merger between Xperi Corporation and TiVo. Prior to that he served as a member of the Board of Directors of TiVo beginning in September 2013. Mr. Moloney has been an Executive Partner at Siris Capital, LLC, a leading private equity firm in the technology and telecommunications industries, since 2013. Prior to this, he served as the President of Motorola Mobility, Inc., a leading provider of innovative technologies, products and services for the mobile and cable/wireline industries. Prior to Motorola Mobility being spun out of Motorola in early 2011, he served as the President of the Home & Networks Mobility business within Motorola and from 2002 - 2006, he led the Connected Home business for Motorola. He joined Motorola as part of their acquisition of General Instrument in 2000, where he served in various leadership roles.

Raghavendra Rau has served on the Board since June 2020 following the merger between Xperi Corporation and TiVo. Prior to that Mr. Rau served as a member of the Board of Directors of TiVo beginning in May 2015 and served as Vice Chairman beginning in June 2019. He served as the interim President and Chief Executive Officer of TiVo from July 2018 to May 2019. Mr. Rau also served as Chief Executive Officer of SeaChange International Inc., a video software technology company, from November 2011 to October 2014. Previously, Mr. Rau held a number of senior leadership positions with Motorola Inc. from 1992 to 2008, including Senior Vice President of Strategy and Business Development of the Networks & Enterprise business, Senior Vice President of the Mobile TV Solutions business, and Corporate Vice President of Marketing and Professional Services.

Christopher A. Seams has served on the Board since June 2020 following the merger between Xperi Corporation and TiVo. From 2013 to 2016, Mr. Seams was the Chief Executive Officer of Deca Technologies. Prior to Deca Technologies, Mr. Seams served as executive vice president of sales and marketing at Cypress Semiconductor 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 is a senior member of the Institute of Electrical and Electronics Engineers (“IEEE”), a member of NACD and ACCD.

Executive Compensation

Philosophy

The executive compensation program emphasizes performance-based compensation and the amount of compensation paid to our executives varies significantly based on overall strategic and financial performance. The primary objective of our executive compensation program is to build long-term stockholder value. 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 shareholders. We hold our executives to stringent performance standards and, as a result, our executive compensation

 

 

 

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9

 

 

 


 

plans are designed to pay competitively if strategic and financial performance objectives are met and less so if targeted performance levels are not achieved.

The Compensation Committee has adopted the following practices related to executive compensation:

Compensation Practices

 

Clawback policy

 

Minimum stock ownership guidelines

 

No single-trigger change in control agreements

 

No guaranteed bonuses under our annual bonus plan and extremely limited perquisites

 

Prohibition on hedging and pledging shares

 

No stock option exchanges or repricing without stockholder approval

A more detailed discussion of our executive compensation program and practices is set forth under the heading “Executive Compensation and Related Information” section below.

Auditors

The Audit Committee appointed PricewaterhouseCoopers LLP as independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2021. We are asking our stockholders to ratify this appointment.

 

Voting Matters

Board Vote

Recommendation

Page Reference
(for more detail)

Proposal 1 – Election of Directors

FOR

15

Proposal 2 – Advisory Vote to Approve Executive Compensation

FOR

65

Proposal 3 – Ratification of Independent Registered Public Accounting Firm

FOR

66

 

 

 

 

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About the Meeting

 

 

What is the Purpose of the Annual Meeting?

 

 

At the Annual Meeting, stockholders will vote on: (1) the election of seven (7) directors; (2) the compensation of our named executive officers, on an advisory (non–binding) basis; (3) the ratification of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year 2021; and (4) any other business that may properly come before the meeting.

 

 

Who is Entitled to Vote?

 

 

Only holders of record of our common stock as of the close of business on March 17, 2021 are entitled to receive notice of, and to vote at, the Annual Meeting. The outstanding common stock constitutes the only class of our securities entitled to vote at the Annual Meeting, and each holder of common stock shall be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. At the close of business on March 17, 2021, there were 105,214,170 shares of common stock issued and outstanding, which were held by approximately 384 holders of record.

 

 

What are the Board of Directors’ Recommendations on the Proposals?

 

 

The Board’s recommendation is set forth together with the description of each proposal in this Proxy Statement. In summary, the Board unanimously recommends a vote FOR the nominees for director, FOR advisory approval of the compensation of our named executive officers, and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company.

 

 

How do I attend the Annual Meeting?

 

 

The Annual Meeting will be held entirely online due to the public health concerns arising from the COVID-19 pandemic. You will not be able to attend the Annual Meeting in person. The Annual Meeting will be held virtually on May 14, 2021 at 9:00 a.m. Pacific Time via live audio-only webcast at www.virtualshareholdermeeting.com/XPER2021. To attend the meeting as a stockholder, you will need the 16-digit control number included in your proxy card. Online check-in will begin at 8:45 a.m. Pacific Time and you should allow ample time for the check-in procedures. The virtual meeting has been designed to provide the same rights to participate as the stockholder would have at an in-person meeting. Information on how to vote by Internet before and during the Annual Meeting is discussed below.

 

 

How do I Vote My Shares at the Annual Meeting?

 

 

All stockholders are invited to attend the Annual Meeting virtually via live audio-only webcast. To vote through the Internet during the Annual Meeting, please visit www.virtualshareholdermeeting.com/XPER2021 on May 14, 2021 at 9:00 a.m. Pacific Time and have available the 16-digit control number included in your proxy card. If you vote by proxy and also virtually attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you wish to change your vote. Even if you plan to virtually attend the Annual Meeting, we strongly urge you to vote in advance by proxy by signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone before the Annual Meeting by following the instructions provided on the enclosed proxy card and below.

 

Stockholders whose shares are registered in their own names may vote by proxy by mail, over the Internet or by telephone. Instructions for voting by proxy over the Internet or by mail are set forth on the Notice of Internet

 

 

 

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Availability of Proxy Materials mailed to you, or on the proxy card mailed to you if you chose to receive materials by mail. Instructions for voting by proxy by telephone are available on the Internet site identified on the Notice of Internet Availability of Proxy Materials or on the proxy card mailed to you if you chose to receive materials by mail. The Internet and telephone voting facilities will close at 11:59 pm Eastern Daylight Time on May 13, 2021. If you access http://www.proxyvote.com using the instructions on the Notice, you will also be given the option to elect to receive future proxy materials by e-mail or in printed form by mail. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive future proxy materials by e-mail or in printed form by mail will remain in effect until you terminate such election.

If you sign and return a proxy card by mail but do not give voting instructions, your shares will be voted (1) FOR ALL of the seven (7) nominees named in Proposal No. 1 in this proxy statement; (2) FOR the approval of compensation of our named executive officers (NEOs) as disclosed in this proxy statement; (3) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2021; and (4) as the proxy holders deem advisable, in their discretion, on other matters that may properly come before the Annual Meeting.

If your shares are held in street name, the voting instruction form sent to you by your broker, bank or other nominee should indicate whether the institution has a process for beneficial holders to provide voting instructions over the Internet or by telephone. A number of banks and brokerage firms participate in a program that permits stockholders whose shares are held in street name to direct their vote over the Internet or by telephone. If your bank or brokerage firm gives you this opportunity, the voting instructions from the bank or brokerage firm that accompany this proxy statement will tell you how to use the Internet or telephone to direct the vote of shares held in your account. If your voting instruction form does not include Internet or telephone information, please complete and return the voting instruction form in the self-addressed, postage-paid envelope provided by your broker. Stockholders who vote by proxy over the Internet or by telephone need not return a proxy card or voting instruction form by mail, but may incur costs, such as usage charges, from telephone companies or Internet service providers.

 

 

Can I Change My Vote After I Return My Proxy Card?

 

 

Yes, any proxy may be revoked at any time before it is exercised by filing with the Company’s Secretary an instrument revoking it or by submitting prior to the time of the annual meeting a duly executed proxy bearing a later date. Stockholders who have voted by proxy over the Internet or by telephone or have executed and returned a proxy and who then attend the Annual Meeting virtually and desire to vote at the Annual Meeting are requested to so notify the Secretary in writing prior to the time of the annual meeting. Attending the meeting will not revoke your proxy unless you specifically request it.  We request that all such written notices of revocation to the Company be addressed to Paul E. Davis, Secretary, Xperi Holding Corporation, at the address of our principal executive offices at 3025 Orchard Parkway, San Jose, California 95134. Our telephone number is (408) 321-6000. Stockholders may also revoke their proxy by entering a new vote over the Internet or by telephone.

 

 

What Does it Mean if I Get More than One Proxy Card?

 

 

If your shares are registered differently or are in more than one account, you may receive more than one proxy card. Sign and return all proxy cards to ensure that all of your shares are voted.

 

 

What does “Householding” mean and How Does it Affect Me?

 

 

We have adopted a procedure approved by the SEC known as “householding.” This procedure allows multiple stockholders residing at the same address the convenience of receiving a single copy of our Annual Report on Form 10-K and proxy statement, if they have elected to receive proxy materials by mail. This allows us to save money by reducing the number of documents we must print and mail, and helps protect the environment as well. Householding is available to both registered stockholders (i.e., those stockholders with certificates registered in their name) and street name holders (i.e., those stockholders who hold their shares through a brokerage).

 

 

 

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If you are a registered stockholder that has requested to receive proxy materials by mail and you have consented to our mailing of proxy materials and other stockholder information only to one account in your household, as identified by you, we will deliver or mail a single copy of our Annual Report on Form 10-K and proxy statement for all registered stockholders residing at the same address. Your consent will be perpetual unless you revoke it, which you may do at any time by contacting the Householding Department of Broadridge Financial Solutions, Inc., at 51 Mercedes Way, Edgewood, NY 11717, or by calling 1-800-542-1061. If you revoke your consent, we will begin sending you individual copies of future mailings of these documents within 30 days after we receive your revocation notice. If you received a householded mailing this year, and you would like to receive additional copies of our Annual Report on Form 10-K and proxy statement mailed to you, please call Investor Relations at (408) 321-6000, send an e-mail request to investor@xperi.com, or write to c/o Investor Relations, Xperi Holding Corporation, 3025 Orchard Parkway, San Jose, CA 95134 and we will promptly deliver the requested copy.

Registered stockholders that have requested to receive proxy materials by mail and have not consented to householding will continue to receive copies of our Annual Reports on Form 10-K and our proxy statements for each registered stockholder residing at the same address. As a registered stockholder, you may elect to participate in householding and receive only a single copy of the Annual Reports on Form 10-K and proxy statements for all registered stockholders residing at the same address by contacting Broadridge as outlined above.

Stockholders who hold their shares through a brokerage may elect to participate in householding or revoke their consent to participate in householding by contacting their respective brokers.

 

 

What is a Quorum?

 

 

A quorum of stockholders is necessary to take action at the Annual Meeting. Stockholders representing a majority of the outstanding shares of our common stock present in person or represented by proxy will constitute a quorum. We will appoint an election inspector for the meeting to determine whether or not a quorum is present and to tabulate votes cast by proxy or in person at the Annual Meeting.

 

 

What Vote is Required to Approve Each Proposal?

 

 

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. The voting standard is discussed further under the section entitled “Proposal No. 1—Election of Directors—Required Vote and Board of Directors Recommendation.”

 

Proposal 2—Advisory Vote to Approve Executive Compensation

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal is required to approve the non-binding advisory executive compensation proposal. Abstentions have the same effect as negative votes on this proposal. Broker non-votes will not be counted for any purpose in determining whether this proposal has been approved.

 

Proposal 3—Ratification of Independent Registered Public Accounting Firm

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal is required to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Abstentions have the same effect as negative votes on this proposal. As discussed below, we do not expect to have any broker non-vote for this proposal because Proposal 3 is considered a “routine” matter.

 

 

 

 

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What are Broker Non-Votes?

 

 

If your shares are held by a broker, bank or other stockholder of record, in nominee name or otherwise (typically referred to as being held in “street name”) and you do not instruct your broker how to vote your shares, your broker will not have discretion to vote your shares on any of the non-routine matters. A broker non-vote occurs when a broker, bank or other stockholder of record, exercising its fiduciary powers submits a proxy for the Annual Meeting but does not vote on a particular proposal because such holder does not have discretionary voting authority with respect to that proposal and has not received voting instructions from the beneficial owner. Under the rules that govern brokers, brokers have the discretion to vote on routine matters, but not on non-routine matters. At the Annual Meeting, Proposal 1 (Election of Director) and Proposal 2 (Executive Compensation) are considered non-routine matters, therefore broker do not have the discretion to vote and broker non-votes may occur. Proposal 3, the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, is treated as a routine matter, therefore we do not expect any broker non-votes for Proposal 3.

Broker non-votes will be counted as shares present for the purpose of determining the presence of a quorum. We encourage you to provide instructions to your broker regarding the voting of your shares.

 

 

What Happens if I Abstain?

 

 

Proxies marked “abstain” will be counted as shares present for the purpose of determining the presence of a quorum, but for purposes of determining the outcome of a proposal, they will be treated as a “no” or “none” vote depending upon the matter to be voted upon please see “What vote is required to approve each proposal?” above for the specific result of an abstention vote.

 

 

How Will Xperi Solicit Proxies?

 

 

We have retained Broadridge to assist in the distribution of proxy materials. The costs and expenses of preparing and mailing proxy solicitation materials for the Annual Meeting and other costs of the proxy solicitation will be borne by us. Certain of our officers, employees and third parties may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations. Such solicitations may be made by telephone, facsimile transmission or personal solicitation. No additional compensation will be paid to officers, directors or regular employees for such services. We may pay fees to third party solicitors. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in sending proxy material to stockholders.

 

 

 

 

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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 is currently comprised of seven (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 2022 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.

 

 

Darcy Antonellis

Director Since 2020

Age 58

 

Skills and Qualifications:

 

Public and Private Company executive

 

Extensive experience in content services, media and entertainment industry

 

Extensive operations and engineering experience

 

BSEET from Temple University

 

SMPTE Fellow

 

Three time Emmy recipient within Technical Production and Engineering

 

M.B.A. from Fordham University

 

Current Directorships:

 

Cinemark Holdings, Inc.

 

Past Directorships:

 

Xperi Corporation

 

Vubiquity, Inc.

 

KidSave, a non-profit organization

 

Current Xperi Committee Assignments:

 

Nominating and Governance Committee Chair

 

Darcy Antonellis has served as director at Xperi Holding Corporation since June 2020. Prior to that she served as a director at Xperi Corporation beginning in December 2018. Ms. Antonellis is Division President of Amdocs Media, a division of Amdocs (NASDAQ: DOX) since February 2018, 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 also serves as an Independent Director for Cinemark Holdings Inc. since July 2015. She served as a member of the WTA Global Advisory Council to provide media and technology insights to benefit women’s professional tennis, a voting member of the Academy of Motion Picture Arts and Sciences, a SMPTE Fellow and has been issued a number of patents in the areas of digital distribution and audio/visual processing technologies. She is the recipient of two Emmy's for Technical Production for CBS' Winter Olympics coverage and one Technical Emmy leading the Technical Operations Division of Warner Bros. and its development of a digital processing and distribution automation platform. Ms. Antonellis received a B.S. in electrical

 

 

 

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engineering from Temple University and an M.B.A. from Fordham University. The Board believes Ms. Antonellis brings her extensive expertise in executive management, operations and engineering and her in-depth understanding of content services, media and entertainment industry to her role as a member of the Board.

 

 

 

 

 

Laura J. Durr

Director Since 2020

Age 60

 

Skills and Qualifications:

 

Public company CFO experience

 

Extensive accounting and financial expertise

 

Financial leadership and executive operational experience

 

Experience in leading and advising Silicon Valley technology companies

 

B.S. in Accounting from San Jose State University

 

Current Directorships:

 

Netgear, Inc.

 

Owlet Baby Care (private)

 

Past Directorships:

 

TiVo Corporation

 

Current Xperi Committee Assignments:

 

Audit Committee Chair

 

Nominating and Governance Committee Member

 

Laura J. Durr has served as director at Xperi Holding Corporation 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 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. 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 her valuable 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.

 

 

 

 

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David C. Habiger

Director and Chairman Since 2020

Age 52

 

Skills and Qualifications:

 

CEO Experience

 

Extensive experience in digital media and entertainment

 

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

 

Serving as a director on the Chicago Federal Reserve Board

 

M.B.A. from the University of Chicago

 

Current Directorships:

 

Echo Global Logistics, Inc.

 

GrubHub, Inc.**

 

Stamps.com Inc.

 

JD Power (private)

 

Noble Rock Acquisition Corporation

 

Past Directorships:

 

Immersion Corporation

 

Enova International, Inc

 

RealD Inc.

 

 

Textura Corporation

 

DTS

 

Sonic Solutions

 

Control 4 Corporation

 

Xperi Corporation

 

Pritzker Group Venture Partner

 

Silver Lake Partners

 

Current Xperi Committee Assignments:

 

Chair of the Board

 

Compensation Committee Member

 

Nominating and Governance Committee Member

 

**On June 10, 2020, Grubhub announced that it entered into a merger agreement with Just Eat Takeaway.com in which Grubhub would be acquired by Just Eat Takeaway. The merger is anticipated to close in the first half of 2021, and Mr. Habiger will no longer serve on the Board of Directors of Grubhub or the combined company following closing of the merger.

 

Dave Habiger has served as chairman of the board at Xperi Holding Corporation since 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 board as Chair of the Compensation Committee and a member of the Audit Committee. He is currently serving as CEO at JD Power. Previously, Mr. Habiger was the CEO of Textura Corporation prior to its sale to Oracle. He also held the CEO position at NDS Group Ltd. prior to its sale to Cisco Systems, and was president and CEO at Sonic Solutions 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 serves on a variety of public and private boards and is a member of the Society of Motion Picture and Television Engineers. Mr. Habiger is also a director on the Chicago Federal Reserve Board. He serves on the SABOR (Systems Activities, Bank Operations, and Risk) and the Governance & HR Committees for the Federal Reserve. He is also a member of the board of trustees at Rush University Medical Center. Mr. Habiger received a BBA degree from St.

 

 

 

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Norbert College and an MBA from the University of Chicago. The Board believes that Mr. Habiger brings extensive experience in the digital media and entertainment industries, his in-depth knowledge and understanding of the consumer electronics industry, and his expertise in executive management to his role as Chairman of the Board.

 

 

 

 

 

 

 

Jon Kirchner

Director Since 2020

Age 53

 

Skills and Qualifications:

 

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:

 

Free Stream Media Corporation (Samba TV) (private)

 

Past Directorships:

 

DTS

 

Xperi Corporation

 

Jon Kirchner has served as director at Xperi Holding Corporation since 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 in December 2016. At DTS he was appointed Chairman of the Board of Directors in 2010 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 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 he 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 have made significant contributions to the advancement of digital entertainment and storytelling. Since June of 2012, Mr. Kirchner has 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 is a Certified Public Accountant and received a B.A. in Economics, cum laude, from Claremont McKenna College. The Board believes that Mr. Kirchner brings his experience in the senior management of public companies, including service as chairman, president, Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, his extensive experience in the digital media and entertainment industries, as well as his knowledge of the Company as its Chief Executive Officer, to his role as a member of the Board.

 

 

 

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Daniel Moloney

Director Since 2020

Age 61

 

Skills and Qualifications:

 

Public and Private Company Executive

 

Extensive experience in telecommunications, technology and technology-enabled business service industries

 

B.S. in electrical engineering from the University of Michigan

 

M.B.A. from the University of Chicago

 

Current Directorships:

 

Plantronics, Inc. (dba Poly)

 

Digital River (private)

 

Stratus (private)

 

Past Directorships:

 

TiVo Corporation

 

Polycom

 

Current Xperi Committee Assignments:

 

Audit Committee Member

 

Compensation Committee Member

 

Daniel Moloney has served as director at Xperi Holding Corporation since June 2020. Prior to that he served as a member of the Board of Directors of TiVo Corporation beginning in September 2013. Mr. Moloney has been an Executive Partner at Siris Capital, LLC, a leading private equity firm in the technology and telecommunications industries, since 2013. He serves as Executive Chairman of privately owned affiliate companies of Siris, including Digital River, Inc. and Stratus Technologies, Inc. Prior to joining Siris, he served as the President of Motorola Mobility, Inc., a leading provider of innovative technologies, products and services for the mobile and cable/wireline industries. He has almost 30 years of senior executive management, leadership and technological expertise and experience. Prior to Motorola Mobility being spun out of Motorola in early 2011, he served as the President of the Home & Networks Mobility business within Motorola and from 2002 - 2006, he led the Connected Home business for Motorola. He joined Motorola as part of their acquisition of General Instrument in 2000, where he served in various leadership roles. Mr. Moloney currently serves as a director of Plantronics (dba Poly), a designer and manufacturer of communication and collaboration devices. Mr. Moloney holds a bachelor’s degree in electrical engineering from the University of Michigan and a Master of Business Administration from the University of Chicago. The Board believes that Mr. Moloney brings extensive senior executive management, strategic and operational oversight, technological expertise and experience in telecommunications, technology and technology-enabled business service industries, to his role as a member of the Board.

 

 

 

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Raghavendra Rau

Director Since 2020

Age 71

 

Skills and Qualifications:

 

Public and Private Company Executive

 

Extensive experience in digital video, content and technology industries

 

Bachelor's degree in engineering from the National Institute of Technology (India)

 

M.B.A. from the Indian Institute of Management (Ahmedabad)

 

Current Directorships:

 

Quantum Corporation

 

Past Directorships:

 

TiVo Corporation

 

Rovi Corporation

 

SeaChange International Inc.

 

Current Xperi Committee Assignments:

 

Nominating and Governance Committee Member

 

Raghavendra Rau has served as director at Xperi Holding Corporation since June 2020. Prior to that Mr. Rau served as a member of the Board of Directors of TiVo Corporation beginning in May 2015 and served as Vice Chairman beginning in June 2019. He served as the interim President and Chief Executive Officer of TiVo Corporation from July 2018 to May 2019. Mr. Rau also served as Chief Executive Officer of SeaChange International Inc., a video software technology company, from November 2011 to October 2014 and was a member of its board from July 2010. Previously, Mr. Rau held a number of senior leadership positions with Motorola Inc. from 1992 to 2008, including Senior Vice President of Strategy and Business Development of the Networks & Enterprise business, Senior Vice President of the Mobile TV Solutions business, and Corporate Vice President of Marketing and Professional Services. Mr. Rau currently serves as a director of Quantum Corp., a storage, archive and data protection company. Mr. Rau holds a bachelor's degree in engineering from the National Institute of Technology (India) and an MBA from the Indian Institute of Management (Ahmedabad). The Board believes that Mr. Rau brings extensive senior management, marketing, business development and strategy experience in digital video, content and technology industries to his role as a member of the Board.

 

 

 

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Christopher A. Seams

Director Since 2020

Age 58

 

Skills and Qualifications:

 

Public Company Executive

 

Extensive experience in semiconductor industry

 

Member of IEEE

 

Served on Engineering Advisory Council for Texas A&M University

 

B.S. in Electrical Engineering from Texas A&M University

 

M.S. in Electrical and Computer Engineering from the University of Texas at Austin

 

Current Directorships:

 

ONTO Innovation Inc. (formerly Nanometrics)

 

Past Directorships:

 

Deca Technologies Inc.

 

Current Xperi Committee Assignments:

 

Compensation Committee Chair

 

Audit Committee Member

 

Christopher A. Seams has served as director at Xperi Holding Corporation since June 2020. Prior to that he served as a director at Xperi Corporation 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 serves on 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 management, sales and marketing, and engineering experience in the semiconductor industry to his role as a member of the Board.

 

 

 

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REQUIRED VOTE AND BOARD OF DIRECTORS’ RECOMMENDATION

Our bylaws provide that, in an uncontested election, each director will be elected by a majority of votes cast. A “majority of votes cast” means the number of shares voted “for” a director exceeds the number of votes cast “against” that director. 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. In addition, our Corporate Governance Guidelines (the “Guidelines”) include a director resignation policy that provides that, in uncontested elections, an incumbent director nominee who does not receive the required votes for re-election is expected to tender his or her resignation to the Board. The Nominating and Governance Committee, or another duly authorized committee of the Board consisting of solely independent directors, will determine whether to accept or reject the tendered resignation generally within 90 days after certification of the election results. No director who failed to receive the required votes for re-election may participate in the consideration of the matter. The Company will publicly disclose the Nominating and Governance Committee’s (or other responsible committee’s) decision. Our bylaws further provide that in a contested election, each director will be elected by a plurality of the votes cast, which means that the nominees receiving the largest number of affirmative votes will be elected.

The Board of Directors recommends that the stockholders vote “FOR” the election of each of Darcy Antonellis, Laura J. Durr, David C. Habiger, Jon Kirchner, Daniel Moloney, Raghavendra Rau, and Christopher A. Seams.

 

 

 

 

 

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Governance of the Company

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 of Directors and its committees. Members of the Board are kept informed of our business through discussions with our 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.

 

NON-EXECUTIVE CHAIRMAN AND BOARD LEADERSHIP

We believe that separating the roles of Chief Executive Officer and Chairman 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. Our Corporate Governance Guidelines require that the Chairman of the Board not be the same person as the Chief Executive Officer.

 

BOARD ROLE IN RISK MANAGEMENT

The Board of Directors 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 shareholder 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. Our Board of Directors 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 of Directors annually reviews management’s enterprise risk management assessment, which is designed to (1) identify risks than can negatively impact the Company’s ability to achieve its business objectives; (2) estimate the magnitude of the potential risks; and (3) determine approach to mitigate the identified risks. In addition, the Board of Directors during the Company’s quarterly Board meetings 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 financial risk exposures, including monitoring the integrity of the Company’s financial statements, internal controls over financial reporting, and the independence of the Company’s independent registered public accounting firm. The Audit Committee receives periodic internal controls and related assessments from the Company’s finance department, internal audit function and 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 of Directors 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 our Code of Business Conduct, 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 participates in the design of compensation structures that avoid creating incentives that encourage a level of risk-taking behavior inconsistent with the Company’s business strategy as is further described in the Compensation Discussion and Analysis and Risk Management sections below.

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

 

 

 

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BOARD AND COMMITTEES OF THE BOARD; DIRECTOR INDEPENDENCE

The Board of Directors currently consists of seven (7) persons. Mr. Kirchner is CEO of the Company. Messrs. Habiger, Moloney and Seams and Mses. Antonellis and Durr are not, and have never been, employees of our Company or any of our subsidiaries. Mr. Rau served as the interim President and CEO of TiVo Corporation from July 2018 to May 2019.

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

 

Member

Audit

Compensation

Nominating and Governance

David C. Habiger

 

 

Darcy Antonellis

 

 

  

Laura J. Durr

 

Daniel Moloney

 

 

  

Raghavendra Rau

 

 

                         

Christopher A. Seams

 

 

 

= Chair

= Member

= Financial Expert

= Chairman of Board

 

The current Board of Directors was established following the completion of the merger with TiVo in June 2020. Since then, the Board of Directors held a total of five (5) 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.

The Board of Directors has determined that all of the Company’s directors nominated for election, other than Mr. Kirchner, are “independent directors” as such term is defined in applicable NASDAQ corporate governance rules.

The Board of Directors has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. Each of our Audit Committee, Compensation Committee and Nominating and Governance Committee is composed entirely of independent directors in accordance with current Nasdaq listing standards. Furthermore, each member of our Audit Committee meets the enhanced independence standards established by the Sarbanes-Oxley Act of 2002 and related rulemaking of the Securities and Exchange Commission (the “SEC”). The Board of Directors has further determined that Ms. Durr, Chair of the Audit Committee of the Board of Directors, is an “Audit Committee Financial Expert,” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC, by virtue of her relevant experience listed in her biographical summary provided above in the section entitled “Proposal 1—Election of Directors.” Copies of our Audit Committee, Nominating and Governance Committee and Compensation Committee charters and our corporate governance guidelines are available, free of charge, on our website at http://www.xperi.com. The Board of Directors from time to time may form such other committees as it deems appropriate to further the purposes of the Board.

Following the 2021 Annual Meeting, the Board will continue with three standing committees, with no change in composition of the committee members.

 

Audit Committee

 

The Audit Committee oversees the accounting and financial reporting processes of the Company and reviews the annual audit plan, the results of the independent audit, and the report and recommendations of the independent auditor. The Audit Committee has sole authority for the appointment, compensation, retention, and oversight of our independent registered public accounting firm and to approve any significant non-audit relationship with the

 

 

 

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independent registered public accounting firm. The Audit Committee reviews and determines the scope and roles and responsibilities of the internal audit function. The Audit Committee is also responsible for preparing the report required by the rules of the SEC to be included in our annual proxy statement. The Audit Committee was established following the merger with TiVo and is currently comprised of Ms. Laura Durr, Mr. Daniel Moloney and Mr. Christopher Seams, and such membership will continue after the Annual Meeting. Ms. Durr joined the Audit Committee in June 2020 and previously served as the Chair of the Audit Committee of TiVo Corporation, Mr. Seams joined the Audit Committee in June 2020 and previously served on the Audit Committee of Xperi Corporation, and Mr. Moloney joined the Audit Committee in June 2020. Ms. Durr is the Chair of Audit Committee and all committee members are financially literate. During 2020 and after the merger with TiVo, the Audit Committee held three (3) meetings.

Compensation Committee

 

The Compensation Committee approves our goals and objectives relevant to compensation, stays informed as to market levels of compensation and, based on evaluations submitted by management, establishes compensation for our officers that correspond to our goals and objectives. The Compensation Committee reviews and approves   corporate goals and objectives relating to the compensation of the Chief Executive Officer and other executive officers, evaluating the performance of the Chief Executive Officer and other executive officers in light of these goals and objectives, The Compensation Committee also recommends to our Board of Directors compensation levels for members of the Board of Directors. The Compensation Committee also produces an annual report on executive compensation for inclusion in our proxy statement. The Compensation Committee is currently comprised of Mr. Seams as the Chair, Mr. Habiger and Mr. Moloney, and such membership will continue after the Annual Meeting. Mr. Moloney joined the Compensation Committee in June 2020 and previously served on the Compensation Committee of TiVo Corporation. Mr. Habiger joined the Compensation Committee in June 2020 and previously served on the Compensation Committee of Xperi Corporation. Mr. Seams has served as the Chair of the Compensation Committee since June 2020 and previously served as the Chair of the Compensation Committee of Xperi Corporation. During 2020, the Compensation Committee held three (3) meetings.

 

Nominating and Governance Committee

 

The Nominating and Governance Committee is responsible for recommending to our Board of Directors individuals to be nominated as directors and committee members. This includes evaluation of new candidates as well as evaluation of current directors. In evaluating the current directors the committee conducted a thorough self- evaluation process, which included the use of questionnaires. This committee is also responsible for developing and recommending to the Board of Directors our corporate governance guidelines, as well as reviewing and recommending revisions to the guidelines on a regular basis.

 

Pursuant to the terms of the merger agreement between Xperi Corporation and TiVo, for a period of two years from June 1, 2020, the Nominating and Governance Committee shall consist of four members, two of whom shall be designated by the board of directors of Xperi Corporation (“Xperi Designees”) and two of whom shall be designated by the board of Directors of TiVo (“TiVo Designee”). Currently, the Xperi Designees are David Habiger and Darcy Antonellis, and TiVo Designees are Laura Durr and Raghavendra Rau.

 

The Nominating and Governance Committee is currently comprised of Ms. Antonellis as the Chair, Mr. Habiger, Ms. Durr, and Mr. Rau, and such membership will continue after the Annual Meeting. All committee members joined the Nominating and Governance Committee in June 2020. During 2020, the Nominating and Governance Committee held three (3) meetings.

While we do not have a formal diversity policy, we understand the desirability of having a Board with diverse and varied background, experience and opinions. Our Nominating and Governance Committee takes into account a number of the following factors when considering director nominees:

 

independence from management;

 

relevant business experience;

 

age, gender, race, ethnicity, sexual orientation and gender identity;

 

educational and professional background;

 

judgment, skill, integrity, ethics, value and reputation;

 

 

 

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existing commitments to other businesses and service on other boards;

 

potential conflicts of interest with other pursuits;

 

legal considerations such as antitrust issues;

 

the needs of the Board and the Company with respect to the particular talents, experience and diversity of its directors;

 

corporate governance background, to enable the committee to determine whether the candidate would be suitable for Nominating and Governance Committee membership;

 

financial and accounting background, to enable the committee to determine whether the candidate would be suitable for Audit Committee membership;

 

executive compensation background, to enable the committee to determine whether the candidate would be suitable for Compensation Committee membership; and

 

the size and composition of the existing Board.

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 Governance Committee may consider the following criteria in recommending candidates for election to the board:

 

experience in corporate governance, such as an officer or former officer of a publicly held company;

 

experience in the Company’s industry;

 

experience as a board member of other publicly held companies; and

 

technical expertise in an area of the Company’s operations.

The Nominating and 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 shareholder 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 Governance Committee will consider incumbent Board members and other well-qualified individuals as potential director nominees. The Nominating and Governance Committee will determine whether to retain an executive search firm to identify Board candidates, and if so, 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 above. The Nominating and Governance Committee will review each potential candidate. Management may assist the Nominating and Governance Committee in the review process at the Nominating and Governance Committee’s direction. The Nominating and Governance Committee will select the candidate or candidates it believes are the most qualified to recommend to the Board for selection as a director nominee. Our Nominating and Governance Committee will consider candidates recommended by our stockholders in accordance with the procedures set forth in the Nominating and Governance Committee Charter. Such recommendations must be submitted in writing to the Chairman of the Nominating and Governance Committee, c/o the Corporate Secretary, Xperi Holding Corporation, 3025 Orchard Parkway, San Jose, CA 95134, no later than 120 days prior to the anniversary of the date on which the Company’s proxy statement was mailed or made available to stockholders in connection with the previous year’s annual meeting of stockholders. The recommendations must be accompanied by the following information: the name and address of the nominating stockholder, a representation that the nominating stockholder is a stockholder of record, a representation that the nominating stockholder intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified, information regarding each nominee that would be required to be included in a proxy statement, a description of any arrangements or understandings between the nominating stockholder and the nominee, and the consent of each nominee to serve as a director, if elected. Candidates recommended by the stockholders are evaluated in the same manner as candidates identified by a Nominating and Governance Committee member.

Each of the nominees for election as director at the 2021 Annual Meeting is recommended by the Nominating and Governance Committee and each nominee is presently a director and stands for re-election by the stockholders.

Pursuant to our bylaws, stockholders who wish to nominate persons for election to the Board of Directors at an annual meeting must be a stockholder of record both at the time of giving the notice and at the meeting, must be entitled to vote at the meeting and must comply with the notice provisions in our bylaws. A stockholder’s notice of nomination to be made at an annual meeting must be delivered to our principal executive offices not less than 90 days nor more than 120 days before the anniversary date of the immediately preceding annual meeting. However, if an annual meeting is more than 30 days before or more than 60 days after such anniversary date, the notice must be delivered no later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which

 

 

 

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the first public announcement of the date of such annual meeting was made. A stockholder’s notice of nomination to be made at a special meeting at which the election of directors is a matter specified in the notice of meeting must be delivered to our principal executive offices not earlier than the 120th day prior to and not later than the 90th day prior to such special meeting or, if later, the 10th day following the day on which first public announcement of the date of such special meeting was made. The stockholder’s notice must include the following information for the person making the nomination:

 

name and address;

 

the class and number of shares of the Company owned beneficially or of record;

 

disclosure regarding any derivative, swap or other transactions which give the nominating person economic risk similar to ownership of shares of the Company or provide the opportunity to profit from an increase in the price or value of shares of the Company;

 

any proxy, agreement, arrangement, understanding or relationship that confers a right to vote any shares of the Company;

 

any agreement, arrangement, understanding or relationship, engaged in to mitigate economic risk related to, or the voting power with respect to, shares of the Company;

 

any rights to dividends on the shares that are separate from the underlying shares;

 

any performance related fees that the nominating person is entitled to based on any increase or decrease in the value of any shares of the Company; and

 

any other information relating to the nominating person that would be required to be disclosed in a proxy statement filed with the SEC.

 

The stockholder’s notice must also include the following information for each proposed director nominee:

 

 

description of all direct and indirect financial or other relationships between the nominating person and the nominee during the past three years;

 

the same information as for the nominating person (see above); and

 

all information required to be disclosed in a proxy statement in connection with a contested election of directors.

The stockholder’s notice must be updated and supplemented, if necessary, so that the information required to be provided in the notice is true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting.

The chairman of the meeting will determine if the procedures in the bylaws have been followed, and if not, declare that the nomination be disregarded. The nominee must be willing to provide any other information reasonably requested by the Nominating and Governance Committee in connection with its evaluation of the nominee’s independence.

Other Committees

 

 

Our Board of Directors may establish other committees as it deems necessary or appropriate from time to time.

 

 

 

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STOCKHOLDER COMMUNICATIONS WITH DIRECTORS AND MANAGEMENT AND DIRECTOR ATTENDANCE AT ANNUAL MEETINGS

Stockholders may send correspondence to the Board of Directors or any member of the Board of Directors, c/o the Secretary at our principal executive offices at the address set forth above. The Secretary will review all correspondence addressed to the Board, or any individual Board member, for any inappropriate correspondence and correspondence more suitably directed to management. However, the 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 Secretary will forward stockholder communications to the Board prior to the next regularly scheduled meeting of the Board of Directors following the receipt of the communication.

Directors are encouraged to attend in person the Annual Meeting of Stockholders. In 2020, we did not hold an Annual Meeting of Stockholders as the Board of Directors of Xperi Corporation decided to postpone such a meeting until after the consummation of the Xperi Corporation/TiVo Corporation merger.

 

 

 

 

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COMPENSATION OF DIRECTORS

We currently pay each of our non-employee directors an annual retainer of $50,000. We currently pay our non-executive Chairman an additional annual retainer of $50,000. In addition, we pay each of our non-employee directors the following annual retainers for their service as a member, or chair, as applicable, of our Board committees:

 

Annual Retainers for Committee Members:

 

 

 

 

Audit Committee

 

$

12,000

 

Compensation Committee

 

$

8,000

 

Nominating and Governance Committee

 

$

6,000

 

Annual Retainers for Committee Chairs:

 

 

 

 

Audit Committee

 

$

25,000

 

Compensation Committee

 

$

20,000

 

Nominating and Governance Committee

 

$

15,000

 

 

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. We also reimburse all non-employee directors for reasonable expenses related to our Board or committee meetings.

 

Each of our non-employee directors receives restricted stock units covering shares of our common stock under our stockholder-approved equity plan. The number of shares of common stock subject to the restricted stock unit award is determined by dividing (1) $190,000 (“Restricted Stock Unit Amount”) 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 a restricted stock unit award on the date of his or her initial appointment to the Board of Directors equal to the pro-rated amount of the annual grant.

 

Following the merger with TiVo Corporation, each director was granted a restricted stock unit award covering 10,644 shares (determined by dividing $190,000 by the fair market value per share of our common stock on the grant date).

 

Annual restricted stock unit awards (or any pro-rated grants for directors initially appointed between annual meetings) vest on the earlier to occur of the first anniversary of the date of grant or the next annual meeting of stockholders.   The awards granted at the time of the merger will vest on the date of the Annual Meeting.

 

 

 

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The following table shows compensation information for our non-employee directors for fiscal year 2020.

2020 DIRECTOR COMPENSATION TABLE

 

 

Name

 

Fees

Earned

or Paid

in Cash

($)

 

 

Stock

Awards

($)(1)

 

 

Option

Awards

($)

 

Total

($)

 

 

David C. Habiger

 

$

92,000

 

 

$

189,985

 

 

--

 

$

281,985

 

 

Darcy Antonellis

 

$

61,500

 

 

$

189,985

 

 

--

 

$

251,485

 

 

Laura J. Durr

 

$

82,500

 

 

$

189,985

 

 

--

 

$

272,485

 

 

Daniel Moloney

 

$

76,250

 

 

$

189,985

 

 

--

 

$

266,235

 

 

Raghavendra Rau

 

$

51,000

 

 

$

189,985

 

 

--

 

$

240,985

 

 

Christopher A. Seams

 

$

82,000

 

 

$

189,985

 

 

--

 

$

271,985

 

 

(1)   The amounts reflected in this column represent the aggregate grant date fair value for stock awards granted to our non-employee directors in 2020, measured in accordance with ASC 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 14 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021. The aggregate number of shares subject to unvested restricted stock awards outstanding for each non-employee director at December 31, 2020 was: Mr. Habiger: 10,644; Ms. Antonellis: 10,644; Ms. Durr: 10,644; Mr. Moloney: 10,644; Mr. Rau: 10,644 and Mr. Seams: 10,644. None of the non-employee directors held any stock options as of December 31, 2020.

 

 

 

 

 

 

 

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Equity Compensation Plan Information

We have two equity compensation plans that have been approved by our stockholders: the 2020 Equity Incentive Plan and the 2020 Employee Stock Purchase Plan. The following table sets forth the number and weighted-average exercise price of securities to be issued upon exercise of outstanding options, warrants and rights, and the number of securities remaining available for future issuance under all of our equity compensation plans, at December 31, 2020:

 

Plan Category

 

Number of Securities to

be Issued upon Exercise of

Outstanding Options,

Warrants and Rights

(a)

 

 

Weighted-Average

Exercise Price of

Outstanding Options,

Warrants and Rights

(b)

 

 

Number of Securities

Remaining Available for

Future Issuance under

Equity Compensation Plans

(Excluding Securities

Reflected in Column (a))

(c)

 

Equity compensation

   plans approved by

   security holders

 

7,360,725 (1)

 

 

$

29.59

 

 

12,706,286 (2)

 

Equity compensation

   plans not approved

   by security holders

 

0

 

 

0

 

 

0

 

Totals

 

 

7,360,725

 

 

 

 

 

 

 

12,706,286

 

 

(1)

The number under column (a) includes 637,320 shares issuable upon the exercise of outstanding options with a weighted average exercise price of $29.59 and 6,723,405 shares issuable upon the vesting of outstanding restricted stock unit awards and performance-based restricted stock unit awards at “target” levels. Excludes outstanding purchase rights under the 2020 Employee Stock Purchase Plan.

(2)

Includes 3,114,599 shares remaining available for future issuance under the 2020 Equity Incentive Plan, 7,591,687 shares remaining available for future issuance under the TiVo Corporation 2008 Equity Incentive Plan (which was assumed by the Company in connection with the Merger as approved by the stockholders of the Company prior to the Merger) and 2,000,000 shares remaining available for future issuance under the 2020 Employee Stock Purchase Plan.

 

 

 

 

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Executive Officers

Set forth below are the name, age and position of each of our executive officers as of March 15, 2021.

 

Name

Age

Position(s)

Jon Kirchner

53

Chief Executive Officer and President, Director

Robert Andersen

57

Chief Financial Officer

Paul Davis

46

Chief Legal Officer and Corporate Secretary

Samir Armaly

48

President, IP Licensing

Matt Milne

53

Chief Revenue Officer

Geir Skaaden

54

Chief Products and Services Officer

 

The following are biographical summaries of our executive officers other than Mr. Kirchner, for whom a biographical summary is set forth under “Proposal 1—Election of Directors”.

 

Robert Andersen is Chief Financial Officer of Xperi Holding Corporation. Prior to the merger with TiVo Corporation, he served as Executive Vice President and CFO of Xperi Corporation. Mr. Andersen joined Xperi Corporation in 2014 as CFO of Tessera Technologies, Inc., the predecessor to Xperi Corporation before the acquisition of DTS, Inc. in 2016. Mr. Andersen has many years of leadership experience in Silicon Valley at both private and public technology companies, including Phoenix Technologies, Wind River Systems and Hewlett Packard. Mr. Andersen served on the board of directors of Quantum Corporation through March 2017. He currently serves as vice chair on the board of directors of the Alameda County Community Food Bank. Mr. Andersen holds a B.A. in economics from the University of California, Davis, and an MBA from the Anderson School of Management at the University of California, Los Angeles.

 

Paul Davis is Chief Legal Officer and Corporate Secretary of Xperi Holding Corporation. Prior to the merger with TiVo Corporation, he served as General Counsel and Corporate Secretary of Xperi Corporation. Mr. Davis joined Tessera Technologies, Inc. the predecessor to Xperi Corporation in 2011 and in 2013 was promoted to Senior Vice President, General Counsel and Corporate Secretary. Before joining the Company, he was an attorney at Skadden, Arps, Slate, Meagher & Flom LLP, where his practice focused on mergers and acquisitions, corporate securities matters and corporate governance. Mr. Davis holds a J.D. from the University of California, Hastings College of the Law and B.A. degrees in history and political science from the University of California, San Diego. While at Hastings, he was magna cum laude, an Order of the Coif member and a managing editor on the Hastings Law Journal.

 

Samir Armaly is President, Intellectual Property (IP) Licensing of Xperi Holding Corporation and is responsible for all aspects of the Company’s IP business. He joined the Company in June 2020 after the merger between Xperi Corporation and TiVo. Prior to joining the Company, Mr. Armaly had been involved with TiVo’s IP business for a quarter century, holding various management roles with Gemstar – TV Guide, Rovi and TiVo throughout the years. Mr. Armaly began his career in private practice where he first worked on TiVo Corporation’s patent portfolio, along with representing a variety of other leading technology companies. Mr. Armaly holds a J.D. from the University of California, Berkeley and a Bachelor of Science degree in Mechanical Engineering from the University of Missouri, Columbia.

 

Matt Milne is Chief Revenue Officer of Xperi Holding Corporation. Prior to the merger between Xperi Corporation and TiVo, he served as TiVo’s Chief Revenue Officer beginning in January 2017. Mr. Milne joined TiVo (then Rovi) in February 2011 and served as Senior Vice President, CE Sales from 2011 to 2012. During his employment at TiVo, he also served as Executive Vice President, Worldwide Sales and Marketing from January 2012 to May 2014 and as Senior Vice President responsible for Tier 1 Intellectual Property Licensing and Sales from May 2014 to April 2016. He was promoted to Chief Revenue Officer in January 2017 after serving as SVP and GM of Intellectual Property and Licensing from April 2016. Prior to joining TiVo, Mr. Milne held various sales, marketing and product leadership positions at DivX, MediaFLO USA (a wholly owned subsidiary of Qualcomm Incorporated), Viewsonic, Gateway, Inc., Cameo Technologies and Western Digital. Mr. Milne holds a B.A. in business from California State University, Fullerton and an MBA from California State Polytechnic University, Pomona.

 

 

 

 

 

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Geir Skaaden is Chief Products and Services Officer of Xperi Holding Corporation, leading the Company’s portfolio of imaging, audio, user experience and discovery solutions. Prior to the merger between Xperi Corporation and TiVo, Mr. Skaaden was Chief Products and Services Officer of Xperi Corporation. He served as DTS’s Executive Vice President, Products, Platforms and Solutions from October 2015 until its acquisition by Xperi Corporation in December 2016, having previously served as DTS’s Senior Vice President, Corporate Business Development, Digital Content and Media Solutions. Earlier, he held a number of leadership roles where he oversaw product management, business development, global licensing and marketing. Before joining DTS in 2008, Mr. Skaaden had served as the Chief Executive Officer at Neural Audio Corporation. Mr. Skaaden holds a B.A. in Finance from the University of Oregon, a Business degree from the Norwegian School of Management and an M.B.A. from the University of Washington.

 

 

 

 

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of February 28, 2021, with respect to the beneficial ownership of shares of our common stock by (i) each person who we know beneficially owns more than 5% of our outstanding common stock, (ii) each director and each director nominee, (iii) each named executive officer, and (iv) all current directors, nominees and executive officers as a group.

The number of shares of common stock outstanding used in calculating the percentage for each listed person or entity includes common stock underlying options held by the person or entity that are exercisable within 60 days of February 28, 2021, and common stock underlying RSUs held by the person or entity that will vest within 60 days of February 28, 2021, but excludes common stock underlying options and RSUs held by any other person or entity. Percentage of beneficial ownership is based on 105,427,255 shares of common stock outstanding as of February 28, 2021.

 

Name of Beneficial Owner

 

Number of Shares

 

 

Percentage Ownership

 

Five Percent Stockholders

 

 

 

 

 

 

 

 

BlackRock, Inc. (1)

 

 

16,109,596

 

 

 

15.3

%

Ameriprise Financial, Inc. (2)

 

 

12,081,376

 

 

 

11.5

%

Entities affiliated with Vanguard Group, Inc. (3)

 

 

11,685,664

 

 

 

11.1

%

Dimensional Fund Advisors LP (4)

 

 

5,283,662

 

 

 

5.0

%

Directors and Executive Officers

 

 

 

 

 

 

 

 

Robert Andersen (5)

 

 

135,195

 

 

*

 

Samir Armaly (6)

 

 

66,585

 

 

*

 

Jon Kirchner (7)

 

 

487,364

 

 

*

 

Matt Milne (8)

 

 

55,901

 

 

*

 

Geir Skaaden (9)

 

 

80,375

 

 

*

 

Darcy Antonellis

 

 

13,746

 

 

*

 

Laura J. Durr

 

 

12,377

 

 

*

 

David C. Habiger

 

 

37,200

 

 

*

 

Daniel Moloney

 

 

27,064

 

 

*

 

Raghavendra Rau

 

 

129,761

 

 

*

 

Christopher A. Seams

 

 

51,647

 

 

*

 

All directors and current executive officers as a group (12 persons) (10)

 

 

1,168,292

 

 

 

1.1

%

 

 

*

Represents beneficial ownership of less than 1% of the outstanding shares of our Common Stock.

 

(1)

The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Black Rock, Inc. has sole voting power as to 15,937,250 shares and sole dispositive power as to 16,109,596 shares. The information in this table and footnote is based solely on information contained in Schedule 13G filed with the SEC on January 26, 2021 by Black Rock, Inc.

 

(2)

The address for Ameriprise Financial, Inc. (“AFI”) is 145 Ameriprise Financial Center, Minneapolis, MN 55474. AFI has shared voting power as to 11,783,778 shares and shared dispositive power as to 12,081,376 shares. Columbia Management Investment Advisers, LLC (“CMIA”) has shared voting power as to 11,783,778 shares and shared dispositive power as to 12,077,141 shares. Columbia Seligman Communications and Information Fund (“Fund”) has sole voting power and shared dispositive power as to 6,786,841 shares. CMIA is the investment adviser to the Fund. AFI is the parent holding company of CMIA. CMIA and AFI do not directly own any shares of Common Stock. As the investment adviser to the Fund, CMIA may be deemed to beneficially own the shares reported herein by the accounts. As the parent holding company of CMIA, AFI may be deemed to beneficially own the shares reported herein by the accounts. Each of CMIA and AFI disclaims beneficial ownership of any shares reported herein. The information in this table and footnote is based solely on information contained in Schedule 13G filed with the SEC on February 12, 2021 by Ameriprise Financial, Inc.

 

 

 

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(3)

The address for Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA, 19355. Vanguard Group, Inc. has shared voting power as to 115,909 shares, sole dispositive power as to 11,481,348 shares and shared dispositive power as to 204,316 shares. The information in this table and footnote is based solely on information contained in Schedule 13G filed with the SEC on February 10, 2021 by Vanguard Group, Inc.

 

(4)

The address for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746. Dimensional Fund Advisors LP has sole voting power as to 5,124,700 shares and sole dispositive power as to 5,283,662 shares. The information in this table and footnote is based on solely on information contained in Schedule 13F/A filed with the SEC on February 25, 2021 by Dimensional Fund Advisors LP.

 

(5)

Includes 39,000 shares issuable upon exercise of outstanding options held by Mr. Andersen, exercisable within 60 days of February 28, 2021 and 33,388 shares subject to RSUs that will vest and settle within 60 days of February 28, 2021.

 

(6)

Includes 42,387 shares issuable upon exercise of outstanding options held by Mr. Armaly, exercisable within 60 days of February 28, 2021.

 

(7)

Includes 71,234 shares issuable upon exercise of outstanding options held by Mr. Kirchner, exercisable within 60 days of February 28, 2021 and 3,750 shares subject to RSUs that will vest and settle within 60 days of February 28, 2021.

 

(8)

Includes 6,370 shares issuable upon exercise of outstanding options held by Mr. Milne, exercisable within 60 days of February 28, 2021 and 2,275 shares subject to RSUs that will vest and settle within 60 days of February 28, 2021.

 

(9)

Includes 12,059 shares issuable upon exercise of outstanding options held by Mr. Skaaden, exercisable within 60 days of February 28, 2021 and 24,930 shares subject to RSUs that will vest and settle within 60 days of February 28, 2021.

 

(10)

Includes 184,850 shares issuable upon exercise of outstanding options held by current executive officers and directors as a group, exercisable within 60 days of February 28, 2021 and 86,773 shares subject to RSUs that will vest and settle within 60 days of February 28, 2021.

 

 

 

 

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Executive Compensation and Related Information

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following discussion and analysis contains statements regarding company performance targets and goals used in setting compensation for our named executive officers. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

This Compensation Discussion and Analysis (CD&A) describes the Company’s executive compensation philosophy, objectives and programs, as well as the compensation-related actions taken in 2020 with respect to our named executive officers following merger with TiVo (the “the Merger”). Our named executive officers, or NEOs, for fiscal year 2020 are identified as follows:

 

Jon Kirchner Chief Executive Officer (CEO)

 

Robert Andersen Chief Financial Officer (CFO)

 

Samir Armaly  – President, IP Licensing

 

Matt Milne – Chief Revenue Officer

 

Geir Skaaden Chief Product and Services Officer

Due to the pending Merger, both Xperi Corporation and TiVo delayed their regularly scheduled annual executive compensation reviews that would otherwise have occurred during the first quarter of 2020 until after the Merger was consummated.  After the effective date of the Merger, the Company’s compensation committee (the “Compensation Committee”) conducted a review of the legacy companies’ executive compensation programs and adopted the executive compensation policies for the Company and established the 2020 compensation for the NEOs. This CD&A describes the Company’s executive compensation philosophy and practices of the post-Merger Compensation Committee and discusses the 2020 compensation of our NEOs.

Compensation Philosophy and Objectives

We have designed our executive compensation program to reward our executive officers, including the NEOs, to be 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 consumer electronics and intellectual property licensing 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 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 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 metrics are missed. We believe that competitive compensation packages consisting of a combination 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 enable us to attract top talent, satisfy our retention objectives and align the compensation of our executive officers with our performance and stockholder value creation.

 

 

 

 

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        XPERI - Proxy Statement

 

 

 


 

The Compensation Committee has established the following set of objectives for our executive compensation program:

 

Compensation should be market competitive.  Our compensation program is designed to provide competitive total compensation relative to the relevant labor markets for our NEOs while maintaining fiscal responsibility for our stockholders, allowing us to attract and retain individuals of appropriate ability and managerial talent;

 

Compensation should reward performance and support our business strategy.  A majority of our NEOs’ total compensation opportunities is variable or dependent upon the achievement of key business results and is intended to link incentive award opportunities to the achievement of company and functional performance goals or appreciation in our stock price; and

 

Compensation should be aligned with stockholders’ interests.  Our compensation program also seeks to reward our executive officers for increasing our stock price over the long-term and maximizing stockholder value by providing a significant portion of total compensation opportunities for our executive officers in the form of direct ownership in our company through long-term equity incentive awards.

2020 Executive & Compensation Highlights

Our executive compensation program plays an important role in attracting, retaining and rewarding individuals with the ability and vision to lead our business, drive our long-term success and deliver stockholder value.    

For our fiscal year ended December 31, 2020, the key highlights of our executive compensation program and a key leadership development included:

 

Annual Compensation Review with New Peer Group to Reflect Evolving Business.  As part of the Compensation Committee’s review of executive compensation, and for purposes of benchmarking 2020 executive compensation, in June 2020 the Compensation Committee reviewed the peer group used by Xperi Corporation and TiVo Corporation and established a new peer group that better reflected the combined Company, as described below under the heading “Compensation-Setting Process – Setting Executive Compensation”.

 

Executive Pay Targeted at Competitive Market Levels.  The Compensation Committee believes that the NEOs should be paid at competitive market levels and as discussed below, took steps to align the target total direct compensation of our NEOs with the market median in light of their changed roles and responsibilities following the Merger. These pay actions taken in 2020 were considered important to maintaining a fairly compensated, committed senior management team capable of growing the Company’s business and executing on our long-term strategy.

 

Compensation of Chief Executive Officer.  Following the Merger, the Compensation Committee designed a market competitive compensation package for Mr. Kirchner reflective of his expertise and domain knowledge in broad IP and product / technology licensing as well as the competitive landscape for such talent. We believe the market competitive compensation package and structure aligns Mr. Kirchner’s interests with stockholders in the pursuit of long term-value creation.

 

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Mr. Kirchner’s annual base salary was increased from $600,000 to $670,000, which was just at the 50th percentile of our market data.

 

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Mr. Kirchner was granted an equity award with a grant date value at the 50th percentile of market data with 70% of the award tied to performance-based restricted stock units and 30% of the award allocated as time-based restricted stock units.

The chart below illustrates the mix of the total target direct compensation for our CEO in 2020 with heavy weighting towards at-risk and long-term pay incentives.

 

 

 

 

 

XPERI - Proxy Statement    &#