Xperi : Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  Filed by a Party other than the Registrant 

Check the appropriate box:

• 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 INC.

(Name of Registrant as Specified In Its Charter)

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

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

• No fee required

• Fee paid previously with preliminary materials
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

XPERI INC.

2190 GOLD STREET SAN JOSE, CA 95002

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 24, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of XPERI INC., a Delaware corporation ("Xperi," the "Company," "we," "our," or "us"). The meeting will be held on May 24, 2024, at 8:00 a.m. Eastern Daylight Time and will be held virtually on the internet at www.cesonlineservices.com/xper24_vm for the following purposes:

• To elect five (5) directors to hold office until the 2025 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified;
• To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024;
• To amend the Company's Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements to amend
  (a) our Amended and Restated Bylaws and (b) certain provisions of our Amended and Restated Certificate of Incorporation; and
• To conduct any other business properly brought before the Annual Meeting.

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

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

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

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

The Board strongly urges you to discard and not to sign or return any white proxy card sent to you by Rubric. If you have previously submitted a white proxy card sent to you by Rubric, you have every right to change it and we strongly urge you to revoke that proxy by voting for the Board's nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed BLUE proxy card and returning it in the postage-paidreturn envelope or by voting via Internet by following the instructions on your BLUE proxy card or BLUE voting

instruction form. Only your latest dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement. Even if you would like to elect one or both of the Rubric Nominees, we strongly recommend you use the Company's BLUE proxy card to do so.

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

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

Morrow Sodali LLC

430 Park Avenue, 14th Floor

New York, NY 10022

Call toll-free [phone]

or [phone]

Email: [e-mail]

The record date for the Annual Meeting is March 28, 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any continuation, adjournment or postponement thereof. A complete list of such stockholders will be open to the examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the Annual Meeting during ordinary business hours at the Company's principal executive offices. The list of these stockholders will also be available during the Annual Meeting to those stockholders that have pre-registered and attend the Annual Meeting online.

By Order of the Board of Directors

Xperi Inc.

David C. Habiger

Chair of the Board

San Jose, California

April 17, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 24, 2024

The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are available at investor.xperi.com

This Notice of the Annual Meeting is not a form for voting and presents only an overview of the important information contained in the accompanying Proxy Statement and Annual Report on Form 10-K, which are available on the internet at the address above. Please review the proxy materials before voting.

You are cordially invited to attend the Annual Meeting virtually on the internet. Whether or not you expect to attend the Annual Meeting, please vote your shares by signing, dating, and mailing the enclosed BLUE proxy card, or over the internet as instructed in these materials, as promptly as possible to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still be able to change your vote virtually during the Annual Meeting if you attend. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Annual Meeting, you must obtain a legal proxy issued in your name from that record holder.

If you plan to attend the Annual Meeting virtually, please follow the registration instructions as outlined in the Proxy Statement accompanying this Notice.

Table of Contents

BOARD OF DIRECTORS	2
Who We Are	2
How We Are Selected and Elected	8
How We Govern and Are Governed	9
How We Communicate with and Listen to You	15
How Non-Employee Directors Are Paid	15

COMPANY	18
Who We Are	18
How We Did	20
How We Do It	20
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	22
TRANSACTIONS WITH RELATED PERSONS	24
Related Person Transactions	24
Indemnification Agreements	24
Relationship with Chief Content Officer	25
Procedures for Approval of Related Person Transactions	25
EXECUTIVE COMPENSATION AND RELATED INFORMATION	27
Compensation Philosophy and Objectives	27
Summary of Certain Executive Compensation Practices	28
Summary Compensation of Named Executive Officers	29
Employment Contracts, Termination of Employment Arrangements, and Change in Control Arrangements	35
Pension and Other Benefits	38
Nonqualified Deferred Compensation	38
EQUITY COMPENSATION PLAN INFORMATION	39
OUR PROPOSALS	40
Proposal 1 - Election of Directors	40
Proposal 2 - Ratification of Independent Registered Public Accounting Firm	43
Proposals 3(a) and 3(b) - Amendment to the Amended and Restated Certificate of Incorporation to Eliminate Supermajority
Voting Requirements	45
REPORT OF THE AUDIT COMMITTEE	48
BACKGROUND OF THE SOLICITATION	49
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	54
HOUSEHOLDING OF PROXY MATERIALS	64
OTHER MATTERS	65
ANNEX A - SUPPLEMENTAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION	66

XPERI INC.

2190 GOLD STREET SAN JOSE, CA 95002

PROXY STATEMENT FOR THE 2024 ANNUAL MEETING

OF STOCKHOLDERS

TO BE HELD ON MAY 24, 2024

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of Xperi Inc. (together with its subsidiaries, herein referred to as the "Company," "we," or "Xperi") of proxies to be voted at the 2024 Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 24, 2024 at 8:00 a.m. Eastern Daylight Time at www.cesonlineservices.com/xper24_vm and at any continuation, adjournments or postponements thereof for the following purposes:

• To elect five (5) directors to hold office until the 2025 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified;
• To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024;
• To amend our Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements to amend (a) the Amended and Restated Bylaws and (b) certain provisions of the Amended and Restated Certificate of Incorporation; and
• To conduct any other business properly brought before the Annual Meeting.

This Notice of Annual Meeting and the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Annual Report") are being made available to stockholders beginning on or about April 17, 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON MAY 24, 2024

The Proxy Statement and our 2023 Annual Report are available at investor.xperi.com

XPERI - Proxy Statement

1

BOARD OF DIRECTORS

WHO WE ARE

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

Director Nominees

Darcy Antonellis

Age: 61

Director since: 2022

Committees:

• Audit
• Compensation
• Nominating & Corporate Governance (Chair)

EXPERIENCE

2023	- present:	Operating Advisor, TMT (technology, media, and telecom) Sectors, at ABS Capital
		Partners, a private equity firm focused on emerging growth software and tech-
		enabled services with data foundations.
2021	- 2023:	Executive Advisor at Amdocs Inc., a software and services company for
		communications, media, financial and digital enterprises.
2018	- 2021:	Division President of Amdocs Inc.; and CEO, Vubiquity Inc. (acquired by Amdocs
		in 2018).
2014	- 2018:	CEO of Vubiquity Inc., a global media and entertainment distribution technology
		and services provider.
1998	- 2013:	President, Technical Operations, and Chief Technology Officer at Warner Bros
		Entertainment Inc., a global entertainment company.

OTHER PUBLIC COMPANY BOARDS

Cinemark Holdings Inc. (since 2015)

Bango plc (since 2023)

PRIOR PUBLIC COMPANY BOARDS

Xperi Holding Corporation (2020 - 2022)

Xperi Corporation (2018 - 2020)

QUALIFICATIONS/EXPERTISE

• Experienced public and private company director and adept leader with decades of experience in media technology, operations, and content monetization.
• As CEO of Vubiquity, led the company transition from North America content licensing focus to global technology and services provider; led sale and integration into Amdocs.
• Led strategy and execution of Warner Bros.' digital transformation, enabling new consumer services and revenue streams; responsibilities included multi-billion dollar partner contracts.

XPERI - Proxy Statement

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• Board member at Vionlabs AB, an AI-based content metadata solutions company for monetization and enhanced multiplatform viewing experiences.
• Three-timeEmmy recipient for achievements in platform engineering and technical production; inducted into the Academy of Motion Pictures Arts & Sciences as a voting member.
• Fellow, Society of Motion Picture Television Engineers (SMPTE).
• Certified Director, NACD; NACD/Carnegie Mellon University CERT Certificate in Cybersecurity Oversight.

XPERI - Proxy Statement

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Laura J. Durr

Age: 63

Director since: 2022

Committees:

• Audit (Chair)
• Nominating & Corporate Governance

EXPERIENCE

2004 - 2018:	Executive Vice President and Chief Financial Officer, Chief Accounting Officer,
	and various other leadership roles at Polycom, Inc., a multinational video, voice
	and communication technology company
Prior:	Various executive roles in finance and administration at QuickSilver Technology,
	C Speed Corporation, Lucent Technologies and Price Waterhouse

OTHER PUBLIC COMPANY BOARDS

Owlet, Inc. (since 2021)

NETGEAR, Inc. (since 2020)

PRIOR PUBLIC COMPANY BOARDS

Xperi Holding Corporation (2020 - 2022)

TiVo Corporation (2019 - 2020)

QUALIFICATIONS/EXPERTISE

• Decades of experience managing complex financial strategy and accounting for various sized technology companies.
• Extensive executive leadership, board service, operational and advisory experience at a range of public and private media and consumer technology companies.
• As CFO of Polycom, oversaw its $2 billion sale to Plantronics Inc. in 2018, and its acquisition by a private equity firm in 2016.

XPERI - Proxy Statement	4

David C. Habiger Age: 55

Board Chair since: 2022

Committees:

- Compensation

EXPERIENCE

2018	- present:	President and CEO: J.D. Power, an automotive SAAS and global consumer data /
		analytics company
2012	- 2016:	Board Member, and from May 2015 to June 2016, CEO: Textura Corporation, a
		global construction management software platform and payments company
2011 - 2012:	CEO: NDS Group Ltd., a television software, connected TV, streaming and
		security company for satellite and cable audio video content
1992	- 2011:	President and CEO (among other roles): Sonic Solutions, Media Platform for
		Consumer Electronics - Audio/Video CODECs company

OTHER PUBLIC COMPANY BOARDS

Reddit, Inc. (since 2022)

PRIOR PUBLIC COMPANY BOARDS

Xperi Holding Corporation (2020 - 2022)

Xperi Corporation (2016 - 2020)

Noble Rock Acquisition Corporation (SPAC) (2021 - 2022)

Echo Global Logistics, Inc. (2012 - 2021)

Stamps.com Inc. (2016 - 2021)

GrubHub, Inc. (2016 - 2021)

Control 4 Corporation (2012 - 2019)

Enova International, Inc (2014 - 2017)

Immersion Corporation (2014 - 2017)

DTS, Inc. (2014 - 2016)

Textura Corporation (2012 - 2016)

RealD Inc. (2011 - 2016)

Sonic Solutions (2010 - 2011)

QUALIFICATIONS/EXPERTISE

• Seasoned consumer and technology sector executive with particular expertise in digital media and automotive software, with service on more than 12 public company boards.
• Track record of leading technology companies through strategic transactions, including initial public offerings and M&A; he led Textura Corporation when it was sold to Oracle for $663 million, Sonic Solutions when it was sold to Rovi for $720 million, and NDS Group Ltd. when it was sold to Cisco Systems for $5 billion.
• Between 2009 and 2011, led Sonic Solutions' transition from traditional media to streaming services and TV OS.
• Board member of the Federal Reserve Bank of Chicago since 2020; member of its System Activities, Bank Operations and Risk (SABOR) Committee; past chair and member of its Governance and Human Resources Committee; served as the co-chair of its Presidential Search Committee.

XPERI - Proxy Statement	5