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     105  0 Kommentare Leading Independent Proxy Advisory Firm ISS Recommends Xperi Stockholders Vote “FOR” All Company Nominees on the BLUE Proxy Card - Seite 2

    • “The board's concerns regarding dissident nominee [Thomas] Lacey as a potential director appear to have merit… [H]is last formal involvement with the company was in 2017… [Today] XPER [is] a materially different company than when Lacey was last involved.”
    • “It is understandable why the board would be hesitant to bring back a former CEO as a director, a situation which has the potential to undermine confidence in the current CEO.”
    • “Lacey's seemingly haphazard attempt to acquire the company in the closing moments of the TiVo transaction reinforces the board's position and raises questions about his motives in this campaign.”
    • “[T]he board has reasonable concerns regarding Lacey's motives in this campaign and regarding the close ties between Lacey and [Rubric’s other nominee, Deborah] Conrad.”

    ISS was supportive of the recent refreshment efforts of Xperi’s Board of Directors (the “Board”), which have culminated in the identification of two new highly-qualified individuals:

    • “[T]he board appears to have undertaken a thoughtful search for new director candidates, and its decision to hold off on their appointment until the resolution [of this proxy contest] appears prudent in this case.”
    • “While the identities of the two new directors have yet to be disclosed, the board seems to have focused on skills that appear reasonably additive to the needs of the company.”

    ISS also noted that Xperi had attempted in good faith to reach a resolution with Rubric. According to ISS, the Board “appears to have been earnest in its attempts to reach a settlement with the dissident” including having “made two different settlement offers.”

    Finally, ISS highlighted the alignment of pay and performance at Xperi:

    • “Annual incentives were primarily based on pre-set financial metrics and… payouts were aligned with recent company performance… [O]ver half of the CEO's FY23 grant was in performance equity.”
    • “[P]ay and performance were reasonably aligned for the year in review.”

    Commenting on the ISS recommendation, the Board issued the following statement:

    We are pleased that ISS has recommended that stockholders support the Board’s highly qualified nominees. These nominees have played a critical role in overseeing Xperi’s successful, multiyear transformation from a business that was dependent on IP licensing to one that is product-, technology- and customer-focused. ISS’ recommendation reinforces our confidence in the strength and effectiveness of our Board and validates our strategic plan.

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    Leading Independent Proxy Advisory Firm ISS Recommends Xperi Stockholders Vote “FOR” All Company Nominees on the BLUE Proxy Card - Seite 2 Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”) today announced that leading proxy advisory firm Institutional Shareholder Services (“ISS”) has recommended that Xperi stockholders vote “FOR” all of the Company’s nominees on the BLUE proxy card …

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