David Habiger
XperiAbout David C. Habiger
David C. Habiger (age 56) is Chairman of the Board of Xperi Inc. and a member of the Compensation Committee; he has served on Xperi’s board since the October 2022 separation from Adeia . Habiger is President & CEO of J.D. Power (since 2018), holds a BBA from St. Norbert College and an MBA from the University of Chicago, and is a director of the Federal Reserve Bank of Chicago (SABOR and Governance & Human Resources committees) . His background spans CEO roles and M&A-driven exits in digital media and enterprise software, with recognition including EY Entrepreneur of the Year and Hollywood Reporter’s Digital Power 50 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonic Solutions | President & CEO | 1992–2011 | Led IPO; built cloud-based premium movies/TV provider; sold to Rovi |
| NDS Group Ltd. | CEO | 2011–2012 | Led sale to Cisco Systems |
| Textura Corporation | CEO | 2012–2016 | Led sale to Oracle |
| DTS, Inc. | Director; Chair of Compensation Committee; Audit Committee member | Began March 2014 | Compensation and audit oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.D. Power | President & CEO | 2018–present | Corporate leadership |
| Reddit, Inc. | Chair of the Board | Current | Board leadership |
| Boston Scientific Corporation | Director | Current | Board oversight |
| EnerSys | Director | Current | Board oversight |
| Federal Reserve Bank of Chicago | Director | Current | Systems Activities, Bank Operations, and Risk (SABOR); Governance & Human Resources |
| Rush University Medical Center | Board of Trustees | Current | Non-profit governance |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; despite Xperi’s prior commercial relationship with J.D. Power, the Board concluded it does not compromise Habiger’s independence under NYSE rules .
- Committee assignments: Chairman of the Board; member of Compensation Committee (with Seams as Chair, Randall and Antonellis also members) .
- Attendance and activity: The Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold regular executive sessions; the Chair presides at each session .
- Governance policies: Clawback policy; prohibitions on hedging/pledging/shorting Company stock; independent compensation consultant engaged by the Compensation Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $50,000 | Paid quarterly |
| Additional retainer – Non-executive Chair | $50,000 | Paid quarterly |
| Compensation Committee member retainer | $8,000 | Paid quarterly |
| 2024 Fees Earned (Habiger) | $108,000 | Sum of above (Chair + member + board retainer) |
Performance Compensation
| Equity Instrument | 2024 Grant Value | Unvested Shares at 12/31/2024 | Vesting Terms |
|---|---|---|---|
| RSUs (annual grant) | $189,977 | 21,739 | Annual RSU awards targeted at $190,000, vest on the earlier of first anniversary of grant or next annual meeting; prorated for mid-year appointments |
| Stock Options | $0 | 0 | None held by non-employee directors as of 12/31/2024 |
Performance metrics for director equity: none disclosed; director equity is time-based RSUs per program design .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Reddit, Inc. | Chair of Board | N/A | No Xperi-related transactions disclosed |
| Boston Scientific | Director | N/A | No Xperi-related transactions disclosed |
| EnerSys | Director | N/A | No Xperi-related transactions disclosed |
| Federal Reserve Bank of Chicago | Director | SABOR; Governance & HR | Regulatory/oversight role; not a commercial relationship |
| J.D. Power | President & CEO | N/A | Prior commercial relationship with Xperi; Board determined independence not compromised |
- Related-party transactions: The Company reports no related-person transactions >$120,000 since January 1, 2024, other than compensatory arrangements; related-person transaction policy requires Audit Committee review .
Expertise & Qualifications
- CEO experience and extensive leadership in digital media and entertainment; multiple successful exits (Textura→Oracle; NDS→Cisco; Sonic Solutions→Rovi) .
- Recognitions: EY Entrepreneur of the Year; Hollywood Reporter Digital Power 50; Corporate Leader Magazine 40 under 40 .
- Technical/governance credentials: Director at the Chicago Fed; SMPTE member .
- Education: BBA (St. Norbert College); MBA (University of Chicago) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 80,880 |
| Shares outstanding (as of record date) | 45,518,259 |
| Ownership as % of outstanding | 0.18% (80,880 ÷ 45,518,259) |
| RSUs vesting within 60 days included in ownership | 21,739 |
| Shares excluding pending RSU vesting | 59,141 (80,880 − 21,739) |
| Director stock ownership guideline | 3× annual cash retainer (excluding committee/chair retainers); 5-year compliance window; directors have not yet reached deadlines |
| Hedging/pledging policy | Prohibited for directors (hedging, pledging, shorting, derivatives) |
Governance Assessment
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Positives:
- Independence confirmed despite J.D. Power relationship; majority-independent Board and 100% independent key committees .
- Strong governance policies (clawback; anti-hedging/pledging; regular executive sessions with Chair presiding) .
- Director pay mix favors equity (Habiger: $189,977 equity vs $108,000 cash, ~64% equity), aligning interests; standardized retainer structure; no options outstanding .
- Active Compensation Committee with independent consultant; clear committee charters and meeting cadence (Comp: 4; Audit: 5; Nominating: 5) .
-
Watch items / potential conflicts:
- J.D. Power prior commercial relationship—Board assessed and affirmed independence, but ongoing monitoring of any new transactions advisable .
- Broader governance context: CEO family relationship (Chief Content Officer is CEO’s brother-in-law) is disclosed and managed under related-person policy; not directly tied to Habiger but relevant to Board oversight rigor .
-
Attendance and engagement: Board met 15 times; all directors met at least the 75% attendance threshold and attended the annual meeting—supports engagement .
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Director compensation alignment: RSU vesting timed to annual meeting/year—time-based equity provides alignment but lacks explicit performance metrics; ownership guidelines (3× retainer) mitigate this .