Christopher Seams
XperiAbout Christopher Seams
Independent director since 2022 (age 62), Seams is a former CEO and long-time semiconductor executive with deep operating, manufacturing, and go-to-market experience. He holds an M.S. in Electrical and Computer Engineering (UT Austin) and a B.S. in Electrical Engineering (Texas A&M), is a senior member of IEEE, and has served on Texas A&M’s Engineering Advisory Council; he is NACD Certified and a member of ACCD . He currently chairs Xperi’s Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees, and is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deca Technologies (Cypress subsidiary) | Chief Executive Officer | 2013–2016 | Led semiconductor packaging subsidiary; CEO experience cited in board qualifications . |
| Cypress Semiconductor | EVP Sales & Marketing; EVP Worldwide Manufacturing & R&D; various technical/operational roles | 1990–2013 | Oversaw global manufacturing and R&D and commercial functions; broad technology operations background . |
| Advanced Micro Devices; Philips Research Laboratories | Process development roles | Pre-1990 | Early technical foundation in semiconductors/process development . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ONTO Innovation Inc. (formerly Nanometrics) | Chairman of the Board | Current | Current public company chair; relevant for interlocks and time commitments . |
| IEEE | Senior Member | Current | Professional technical credential . |
| Texas A&M University | Engineering Advisory Council | Prior service | Advisory experience to academic engineering program . |
| NACD; ACCD | Member; Certified Director (NACD) | Current | Governance credentials . |
Board Governance
- Independence: Board determined all directors except CEO (Kirchner) are independent; Seams qualifies for Audit/Compensation heightened independence standards; no family relationships among directors/officers disclosed .
- Committee assignments and activity:
- Compensation Committee: Chair; members include Seams, Randall, Habiger, Antonellis; held 4 meetings in 2024 .
- Audit Committee: Member; committee chaired by Durr with members Antonellis and Seams; held 5 meetings in 2024 .
- Nominating & Corporate Governance Committee: Member; chaired by Antonellis with Seams, Durr, Gorman; held 5 meetings in 2024 .
- Board activity and attendance: Board held 15 meetings; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular sessions of independent directors with Chair presiding; strong lead-independent oversight if Chair not independent (not applicable here) .
- Policies: Anti-hedging/anti-pledging for all directors; Code of Business Conduct; related-party transaction approval by Audit Committee; clawback policy for executive incentive comp .
| Committee | Role | Meetings (FY2024) |
|---|---|---|
| Compensation | Chair | 4 |
| Audit | Member | 5 |
| Nominating & Corporate Governance | Member | 5 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Non-employee director retainer . |
| Compensation Committee Chair retainer | $20,000 | Chair fee . |
| Audit Committee member retainer | $12,000 | Member fee . |
| Nominating & Corporate Governance member retainer | $6,000 | Member fee . |
| Total cash fees earned (2024) | $88,000 | Reported for Seams in 2024 director comp table . |
Performance Compensation (Director)
| Equity Component | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $190,000 target (fair value $189,977 in 2024) | Vests on earlier of 1st anniversary or next annual meeting | Annual RSUs for continuing directors; Seams’ 2024 stock award value $189,977 . |
| Unvested RSUs (12/31/2024) | 21,739 | Time-based | Outstanding unvested RSUs for Seams at year-end . |
- Meeting fees: None disclosed; retainers paid quarterly .
- Options: None held by non-employee directors as of 12/31/2024 .
- Performance metrics: Director equity is time-based RSUs; no PSU/option awards for directors; therefore no director-specific performance metrics apply .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Notes |
|---|---|---|
| ONTO Innovation Inc. | Current Chair | No related-party transactions involving Seams or ONTO disclosed; Audit Committee oversees RPTs; none >$120k since 1/1/2024 . |
Expertise & Qualifications
- Public company executive and director; extensive technology industry experience; senior IEEE member; Stanford Professional Certificate in Advanced Computer Security; Texas A&M/UT Austin engineering degrees .
- Governance credentials: NACD Certified Director; ACCD member .
- Skills mapped by Xperi include technology leadership and business experience .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Beneficial ownership (3/3/2025) | 75,134 shares | Includes 21,739 RSUs vesting within 60 days; “<1%” of outstanding shares; 45,518,259 shares outstanding . |
| Unvested RSUs outstanding (12/31/2024) | 21,739 shares | Director RSUs . |
| Options held | None | No director options outstanding . |
| Pledging/Hedging | Prohibited | Company policy forbids hedging/pledging by directors . |
| Ownership guidelines | 3x annual cash retainer | Compliance deadline: 5th anniversary of later-of adoption/appointment; directors not yet at deadline . |
Governance Assessment
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Board effectiveness: Seams brings substantial semiconductor and operations experience and is active across three key committees, chairing Compensation—a governance-significant leadership role . Committee workloads (Audit: 5, Comp: 4, Nominating: 5) and Board cadence (15 meetings) indicate engaged governance; attendance threshold met, and annual meeting attendance was universal .
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Independence/conflicts: Board affirmatively determined independence; no related-party transactions involving Seams; comprehensive RPT policy under Audit Committee oversight; anti-hedging/pledging reduces alignment risk .
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Compensation alignment: Director cash retainers are modest; equity is time-based RSUs with stock ownership guidelines (3x retainer) indicating alignment intent. Seams’ 2024 total director compensation was $277,977 (cash $88,000; stock awards $189,977) .
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Compensation committee quality: Fully independent membership; engages independent consultant (Compensia); oversees clawback policy, stock ownership guidelines, and pay-for-performance structure for executives—positive signal for governance rigor .
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RED FLAGS
- None disclosed specifically for Seams: no RPTs, no hedging/pledging, no low attendance, no option repricing; director independence affirmed .
- Environmental note: CEO’s brother-in-law employed as Chief Content Officer—monitored via RPT policy; though unrelated to Seams, relevant for board oversight climate .