Ryan Pape
XPELAbout Ryan Pape
Ryan L. Pape, age 44, is Chairman, President, and CEO of XPEL. He has served as CEO since 2009, director since 2010, and Chairman since 2019; he holds a B.S. in Computer Science from the University of Texas at Austin . Under his leadership, XPEL’s cumulative TSR from 2020–2024 was 172.6% versus 2.6% for the Russell 2000; over the same period, revenue increased approximately 164.5%, EBITDA approximately 174.8%, EPS approximately 150.0%, and net income approximately 148.8% . In 2024, XPEL revenue grew 6.1% to $420.4M, while EBITDA declined 9.6% to $69.5M and net income fell 13.8% to $45.5M amid macro softness and China distributor inventory normalization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| XPEL | Vice President, Operations | 2008–2009 | Operational leadership pre-CEO tenure |
| XPEL | Operations and Technology roles | 2004–2008 | Early contributions to product distribution and tech capabilities |
| Technology consulting firm(s) | Consultant | Pre-2004 | Technology and strategy experience foundational to leadership at XPEL |
Board Governance and Service
- Positions: Chairman of the Board and Director; not classified as independent .
- Committees: Audit (Chair: Michael Klonne), Compensation (Chair: John North), Nominating & Corporate Governance (Chair: Stacy Bogart); all committee members independent .
- Board leadership: Combined Chair/CEO structure; mitigations include regular executive sessions of independent directors and annual performance evaluations of the Chair/CEO; Mr. Klonne presided at executive sessions .
- 2024 attendance: Board and each committee held five meetings; each director attended at least 75% of applicable meetings; Pape does not receive director compensation, unlike other non-employee directors .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $502,500 | $532,068 | $562,000 |
| Target Bonus (% of Salary) | Not explicitly stated in SCT; CEO program in effect | Not explicitly stated in SCT; CEO program in effect | 80% |
| Total Cash (Salary + Non-Equity Incentive) ($) | $770,835 | $782,672 | $714,766 |
| All Other Compensation ($) | $12,000 | $12,000 | $0 (health premium discontinued in 2024) |
Summary Compensation (mix and trend):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $502,500 | $532,068 | $562,000 |
| Bonus | — | — | — |
| Stock Awards (Grant-date FV) | $750,000 | $1,250,000 | $1,500,000 |
| Non-Equity Incentive (Annual Bonus) | $268,335 | $250,604 | $152,766 |
| All Other Compensation | $12,000 | $12,000 | $0 |
| Total | $1,532,835 | $2,044,672 | $2,214,766 |
Base salary update effective Jan 6, 2024: $562,000 (+5.0% YoY) .
Performance Compensation
2024 Annual Cash Bonus Plan (Paid March 2025)
| Metric | Weight | Threshold | Target | Stretch | Actual | Payout vs Metric | Notes |
|---|---|---|---|---|---|---|---|
| Gross Revenues | 50% | $410.1M | $455.7M | $501.3M | $426.9M | 68% | Results adjusted to exclude exec/board comp |
| EPS | 50% | $2.03 | $2.25 | $2.48 | $1.70 | 0% | — |
Weighted payout for NEOs: 34% of target; CEO target payout $449,600 → payout $152,766 .
2024 Long-Term Incentive Plan (LTIP) – RSUs & PSUs
Grant mechanics:
- RSUs: 50% of target; vest ratably over 4 years (annual on grant anniversary); forfeiture on termination with limited exceptions .
- PSUs: 50% of target; 3-year performance period with cliff vest on Mar 1, 2027; forfeiture on termination with limited exceptions .
2024 PSU Metrics and Goals (CEO weighting: 50%/50%):
| Metric | Weight | Threshold | Target | Stretch |
|---|---|---|---|---|
| 3-Year Avg Revenue Growth (FY24–26) | 50% | 8.0% | 12.6% | 16.9% |
| Cumulative 3-Year Revenue Threshold | — | $1.1B | — | — |
| 3-Year Avg ROIC (FY24–26) | 50% | 20.2% | 22.3% | 24.5% |
2024 CEO LTIP awards:
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | RSUs (#) | Grant-date FV ($) |
|---|---|---|---|---|---|---|
| PSUs | 03/01/2024 | 7,132 | 14,264 | Up to 200% of target (value basis) | — | $1,500,000 |
| RSUs | 03/01/2024 | — | — | — | 14,264 | Included in total $1,500,000 |
Cliff vest date for 2024 PSUs: Mar 1, 2027 . RSUs vest in 4 equal annual tranches beginning Mar 1, 2025 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (CEO) | 1,074,571 shares; 3.9% of outstanding |
| Unvested/Unearned shares (as of 12/31/2024) | 48,977 units; $1,411,624 market value at $39.94 |
| 2024 shares acquired on vesting | 5,766 shares; value realized $226,868 |
| Ownership guideline | 6x annual base salary; guideline = 84,427 shares at $39.94 |
| Current ownership multiple | 12.7x (1,074,571 vs guideline) |
| Hedging/Pledging policy | Hedging prohibited; pledging disallowed except narrow exceptions with CFO pre-approval; no margin accounts |
| Pledged shares | None of listed shares pledged |
Vesting schedules (as of 12/31/2024; subject to continued service):
| Award | Units | Vesting |
|---|---|---|
| 03/01/2024 RSUs | 14,264 | 4 equal installments on each anniversary of Mar 1, 2024 |
| 03/01/2024 PSUs | 14,264 | Cliff vest Mar 1, 2027 (performance-based) |
| 06/19/2023 RSUs | 5,972 | 3 remaining annual installments on each anniversary of Jun 19, 2023 |
| 07/19/2023 PSUs | 7,962 | Cliff vest Jul 19, 2026 |
| 09/07/2022 RSUs | 5,475 | 2 remaining equal annual installments on each anniversary of Sep 7, 2022 |
| 07/15/2021 RSUs | 1,040 | Vest Jul 15, 2025 |
Equity plan capacity:
| Plan Category | Securities to be Issued on Exercise | Wtd Avg Exercise Price | Remaining Available |
|---|---|---|---|
| Stockholder-approved plans | 150,761 | $46.03 | 399,239 |
| Total | 150,761 | $46.03 | 399,239 |
Employment Terms
- Employment agreements: None; “None of our named executive officers has an employment agreement.”
- Clawback policy: Adopted Aug 2023; mandatory recovery for current/former Section 16 officers upon certain accounting restatements (Dodd-Frank/Nasdaq compliant) .
- Change-in-control (CIC): Double-trigger acceleration for assumed awards (death/disability or termination by Surviving Entity without Cause or resignation for Good Reason within 24 months post-CIC); acceleration if plan terminated post-CIC without continuation/assumption; performance awards deemed achieved at 100% of target unless otherwise specified .
- Definitions of Cause, Good Reason, and CIC provided in plan .
- Pensions/Deferred comp: None sponsored .
- Tax gross-ups: None provided; no Section 280G/4999 gross-ups; general Section 162(m) considerations acknowledged .
- Perquisites: Health insurance premiums in prior years; discontinued in 2024 .
Potential payouts (CEO; as if event occurred on 12/31/2024):
| Event | RSU Acceleration ($) | Total ($) |
|---|---|---|
| Before CIC termination w/o Cause or for Good Reason | $0 | $0 |
| After CIC termination w/o Cause or for Good Reason | $1,956,121 | $1,956,121 |
| Voluntary termination | $1,956,121 | $1,956,121 |
| Death/Disability | $1,956,121 | $1,956,121 |
| Change in Control | $1,956,121 | $1,956,121 |
Compensation Committee, Peer Group, and Governance Practices
- Compensation Committee: Independent directors (Chair: John F. North; members: Stacy L. Bogart, Richard K. Crumly); uses FW Cook as independent consultant .
- Peer group (2024 benchmarking): Clarus, Ingevity, WD-40, Dorman Products, Inter Parfums, Winmark, e.l.f. Beauty, Mister Car Wash, YETI, Fox Factory, Beauty Health, Honest Company, GrowGeneration, Aspen Aerogels .
- Practices: At-risk pay focus; rigorous goals for short-term incentives; clawback policy; no option repricing; no excessive perquisites; no tax gross-ups; no single-trigger CIC payments; no SERP .
Director Compensation (for governance quality context; CEO does not receive director fees)
- Annual cash retainer: $60,000; Lead Director fee: $25,000; Committee Chair fees: Audit $17,500, Compensation $12,500, Governance $10,000; equity grants ~$80,000 RSUs vesting quarterly over one year; most directors take fees in cash .
- Stock ownership guidelines for directors: 3x annual cash retainer; all non-employee directors in compliance as of Jan 31, 2025 .
Performance & Track Record
- 2024 performance: Revenue $420.4M (+6.1% YoY); EPS below target (actual $1.70 vs target $2.25); EBITDA $69.5M (16.5% margin vs 19.4% prior year) .
- Pay-versus-performance: From 2020–2024, compensation actually paid to CEO increased ~102.9% vs TSR +172.6%; revenue +164.5%; net income +148.8%; EPS +150%; EBITDA +174.8% .
Risk Indicators & Red Flags
- Combined Chair/CEO structure (potential independence concern); mitigations include independent committees, executive sessions, annual evaluations .
- Hedging prohibited; pledging restricted and subject to CFO approval; no pledged shares reported for named insiders .
- Related-party transactions: None in 2024 .
- Section 16 compliance: No delinquent filings in 2024 .
Say-on-Pay & Shareholder Feedback
- Advisory vote on executive compensation included as Proposal Three for 2025 annual meeting; Board recommends “FOR” . Prior-year approval percentages not disclosed in the 2025 proxy.
Investment Implications
- Alignment: Strong insider ownership (3.9%) and compliance far above stock ownership guidelines (12.7x), with prohibited hedging and restricted pledging, signal high alignment and lower agency risk .
- Retention and supply overhang: Significant unvested equity (48,977 units) with scheduled RSU tranches through 2027 and PSU cliff in 2027 implies periodic unlocks and potential selling pressure; 2024 vesting of 5,766 shares underscores ongoing supply dynamics .
- Pay-for-performance sensitivity: 2024 annual bonus payout at 34% of target reflects disciplined linkage to revenue/EPS outcomes; 3-year PSU metrics (revenue growth and ROIC) incentivize sustained value creation, which is supportive for medium-term execution but creates risk if macro headwinds persist .
- Governance watchpoints: Combined Chair/CEO warrants continued monitoring; mitigations and fully independent committees reduce governance risk, but investors may prefer separation over time .
- CIC economics: Equity acceleration provides meaningful protection ($1.96M potential value as of year-end) and is structured as double-trigger for assumed awards, limiting windfalls absent genuine change and separation—balanced but material in takeover scenarios .