Darcy Antonellis
XperiAbout Darcy Antonellis
Independent director at Xperi Inc. since 2022 (age 62). Former CEO and division president in media technology; three-time Emmy recipient in technical production and engineering; SMPTE Fellow; voting member of the Academy of Motion Picture Arts and Sciences; NACD credentialed (including Cybersecurity Oversight). Education: B.S. in Electrical Engineering (Temple University) and MBA (Fordham University). Current Xperi committees: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABS Capital Partners | Operating Advisor, TMT sectors | Since Jun 2023 | Advises across technology/media/telecom; governance and growth oversight |
| Amdocs Ltd. | Executive Advisor | Aug 2021–Jun 2023 | Advisory to senior management; media/communications expertise |
| Amdocs Inc. (post Vubiquity acquisition) | Division President; CEO, Vubiquity Inc. | 2018–Aug 2021 | Led global media distribution technology/services; operational leadership |
| Vubiquity Inc. | Chief Executive Officer | 2014–2018 (acquired) | Scaled global media distribution; engineering/operations leadership |
| Warner Bros. | President, Technical Operations; Chief Technology Officer | Pre-2014 | Led technical operations and engineering; Emmy for engineering innovation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cinemark Holdings, Inc. | Director | Current | Public company board |
| Bango plc | Director | Current | Public company board |
| Vionlabs AB (private) | Director | Current | Private company board |
| KidSave (non-profit) | Director | Prior | Non-profit governance |
| Xperi Holding Corp. (Adeia Inc.), Xperi Corp., Metaverse Acquisition Corp., Vubiquity, Inc. | Director | Prior | Historical boards; ecosystem familiarity |
Board Governance
- Committee Assignments: Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation .
- Independence: Board determined all directors other than the CEO are independent; audit and compensation committees are 100% independent; Antonellis qualifies under NYSE and Rule 10A-3 standards .
- Attendance: Board held 15 meetings in FY2024; Audit (5), Compensation (4), Nominating (5). All directors attended at least 75% of aggregate Board and committee meetings; all attended the 2024 Annual Meeting .
- Executive Sessions: Regular sessions of independent directors; Chair of the Board presides (current Chair is independent) .
- Policies: Clawback policy (executive incentive recovery upon restatement); anti-hedging and anti-pledging; related-person transaction approval by Audit Committee; stock ownership guidelines for directors (3x annual cash retainer) .
Fixed Compensation
| Component | Dollar Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $50,000 | Non-employee director retainer |
| Committee membership fees | $12,000 (Audit), $8,000 (Comp), $6,000 (Nominating) | Annual retainers per committee membership |
| Committee chair fee | $15,000 | Nominating & Corporate Governance Chair |
| Total cash fees earned (2024) | $85,000 | Sum of base retainer + chair + committee memberships |
| Reimbursement | Reasonable travel/meeting expenses | Standard policy |
Performance Compensation
| Equity Component | Grant Value/Units | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant to directors | $190,000 per year (value divided by FMV on grant date) | Vests at earlier of 1-year anniversary or next annual meeting | Standard annual equity for non-employee directors |
| 2024 Stock Awards (grant-date fair value) | $189,977 | As above | Actual 2024 RSU grant value |
| Unvested RSUs outstanding (12/31/2024) | 21,739 shares | Time-based | RSUs scheduled to vest; none of the directors held stock options |
Xperi’s director program uses time-based RSUs; no director performance stock units (PSUs) or options are disclosed for directors .
Other Directorships & Interlocks
- Current public boards: Cinemark Holdings, Inc.; Bango plc .
- Independence & conflicts: Board reviewed independence and potential conflicts; all committees fully independent; no related-party transactions involving Antonellis are disclosed; Audit Committee oversees RPT policy and approvals .
- Compensation Committee Interlocks: In 2024, Compensation Committee members (including Antonellis) were not officers/employees; no interlocks with other issuers’ compensation committees reported .
Expertise & Qualifications
- Technical/Industry: Extensive operations/engineering background in media technology and content services; Warner Bros engineering leadership; CTO experience .
- Recognition: Three Emmy awards (technical production and engineering innovation); SMPTE Fellow; voting member of Academy of Motion Picture Arts and Sciences .
- Governance: NACD credentialed (includes Cybersecurity Oversight) .
- Education: BSEET (Temple University); MBA (Fordham University) .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 70,471 | As of March 3, 2025 |
| Shares outstanding | 45,518,259 | As of March 3, 2025 |
| Ownership % of outstanding | ~0.155% | Computed: 70,471 / 45,518,259 |
| RSUs vesting within 60 days (included in above) | 21,739 | Footnote indicates RSUs vesting within 60 days |
| Pledging/Hedging | Prohibited | Insider trading policy bans pledging/hedging/derivatives |
| Director stock ownership guideline | 3x annual cash retainer | Compliance required within 5 years; deadlines not yet reached for non-employee directors |
Insider Trades
| Date (Filing) | Transaction Date | Type | Security | Shares/Price | Source |
|---|---|---|---|---|---|
| 2025-04-29 | 2025-04-25 | Form 4 – Stock award (RSU grant) | Common stock | Not stated in source excerpt; typical director RSU grant at $0 price | |
| 2022-05-02 | 2022-05-02 | Form 4 – Xperi Holding (pre-spin) | Equity transactions | See filing |
Note: The company proxy also discloses she held no stock options as of 12/31/2024 and had 21,739 unvested RSUs at year-end .
Governance Assessment
- Board Effectiveness: Strong governance posture—independent chair, fully independent key committees, regular executive sessions, and robust risk oversight across committees .
- Engagement & Attendance: Board met 15 times (FY2024); Antonellis sits on three committees including chairing Nominating; all directors ≥75% attendance; full attendance at 2024 Annual Meeting—signals engagement .
- Alignment & Incentives: Director pay is balanced—cash retainer + time-based RSUs ($190k annual value). Antonellis’ 2024 total: $274,977 (cash $85,000; stock $189,977). Stock ownership guidelines (3x retainer) and anti-hedging/pledging policy reinforce alignment .
- Conflicts/Related Parties: No related-party transactions involving Antonellis disclosed; Audit Committee RPT controls in place. Independence affirmed by Board under NYSE and Rule 10A-3 .
- RED FLAGS: None disclosed specific to Antonellis. Company-wide policy note: CEO has a relative employed (brother-in-law) with disclosed compensation, but this is monitored under RPT policy—no direct linkage to Antonellis .
Overall signal: Experienced operator with deep media tech credentials and active governance roles (committee chairmanship and financial oversight via Audit). Compensation and ownership framework supports investor alignment; no identifiable conflicts reported.