Leading Proxy Advisory Firm Glass Lewis Supports All Xperi Board Candidates

Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”) today announced that a second independent proxy advisory firm, Glass, Lewis & Co., LLC (“Glass Lewis”), has recommended that Xperi stockholders vote “FOR” all of the Company’s director nominees on the BLUE proxy card ahead of the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on May 24, 2024. One of the Company’s stockholders, Rubric Capital Master Fund LP (“Rubric”), has nominated two candidates to replace half the Company’s independent directors on the Xperi Board of Directors (the “Board”).

Like Institutional Shareholder Services (“ISS”), Glass Lewis concluded that Rubric has failed to make a persuasive case for change in the composition of the Board:

• “[W]e ultimately do not [believe Rubric] has… presented an adequately comprehensive case for change, nor do we find there is adequate cause to conclude Rubric’s alternate nominees or promulgated path for Xperi are likely to result in a superior outcome…”

• “Rubric’s case against the status quo…falls short here. Bearing this in mind, and recognizing what appears to have been a reasonably good-faith effort by the Company to negotiate a balanced settlement, we believe full support for the incumbent board is warranted.”

Notably, Glass Lewis rejected Rubric’s claim that Xperi has underperformed or is on a path of missing guidance:

• “[G]iven the objectively short duration of Xperi’s freestanding operations, we believe the case for underperformance must be clear and substantial. By that standard, we consider Rubric’s case falls short ….”

• “[I]t is worth noting Rubric's skepticism [of the achievability of Xperi’s targets] does not presently appear to be shared: the current consensus mean for 2024E revenue and EBITDA margin are each … consistent with communicated midpoints, suggesting no evident near-term misalignment.”

• “[W]e consider there are … indications Xperi remains on track to achieve its stated goals….”

Glass Lewis acknowledged the merit of Xperi’s recent capital allocation decisions, including the sale of AutoSense, the announcement of a strategic review process for Perceive and the approval of a share repurchase program: