Jon Kirchner
XperiAbout Jon Kirchner
Jon E. Kirchner, 57, is Chief Executive Officer and a director of Xperi Inc., serving as CEO since the October 2022 spin-off; he previously served as CEO of Xperi Corporation (2017–2019) and of Xperi Holding Corporation (2020–2022) following leadership roles at DTS, Inc. where he was CEO (2001–2016) and Chairman (2010) after earlier CFO/COO/President roles and prior experience at Price Waterhouse LLP; he holds a B.A. in Economics (cum laude) from Claremont McKenna College and is a former CPA . Under his 2024 compensation program, company revenue was $494 million and Non-GAAP Adjusted EBITDA was $74 million; the CEO’s annual bonus paid at 60% of target after the Compensation Committee applied negative discretion, and legacy 2021 PSUs paid 0% based on unmet stock-price targets, indicating tight pay-for-performance alignment in 2024 . The Board maintains an independent Chair, 100% independent committees, and prohibits hedging/pledging; the Board deems all directors other than Mr. Kirchner independent, mitigating dual-role concerns of CEO service on the Board .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Xperi Inc. | Chief Executive Officer and Director | 2022–present | Leads spin-off company; CEO since separation in Oct 2022 . |
| Xperi Holding Corporation (Former Parent, now Adeia Inc.) | Chief Executive Officer and Director | 2020–2022 | Led parent pre-separation . |
| Xperi Corporation | CEO; President (post-DTS acquisition) | 2017–2019 (CEO); 2016–2017 (President) | Integrated DTS acquisition; led operating company . |
| DTS, Inc. | Chairman; CEO; Director; CFO/COO/President (earlier) | Board 2002–2016; CEO 2001–2016; Chairman 2010 | Grew DTS from startup to >$190M licensing revenue . |
| Price Waterhouse LLP (PwC) | Consulting/audit groups | Pre-1993 | Strategy/finance/operations advisory experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Free Stream Media Corp. (Samba TV) | Director | 2012–2023 | Board service at cross-platform TV/advertising company . |
| Prior public boards (selection) | Director | Various | Xperi Holding Corp.; Xperi Corporation; DTS, Inc. . |
Fixed Compensation
| Component | 2024 Value | Policy/terms |
|---|---|---|
| Base Salary | $750,000 | CEO base unchanged vs 2023; generally ~50th percentile vs peers . |
| Target Annual Bonus | 100% of base salary ($750,000) | Bonus under MBO Plan; paid following fiscal year . |
| Actual 2024 Bonus Paid | $450,000 (60% of target) | 2024 payout multiplier reduced to 60% via negative discretion . |
| All Other Compensation | $11,358 (401k match $10,350; life insurance $1,008) | Standard benefits; limited perquisites . |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target construct | Actual result | Payout/vesting |
|---|---|---|---|---|
| Non-GAAP Adjusted EBITDA (with revenue threshold) | 100% (CEO) | Revenue threshold at 90% of plan; EBITDA curve determines multiplier | Revenue $494M; Non-GAAP Adj. EBITDA $74M; raw multiplier 67% | Committee applied negative discretion to 60%; CEO bonus $450,000 paid in Q1 2025 timing . |
Adjusted EBITDA excludes interest, taxes, stock comp, D&A, cloud amortization, transaction/integration, severance/retention, restructuring, separation and other non-recurring items per plan definition .
Long-Term Equity (structure and 2024 grants)
| Instrument | 2024 Design | Performance metrics | Vesting |
|---|---|---|---|
| RSUs | Portion of CEO LTI; retention-focused | N/A (time-based) | 25% annually over 4 years from grant date . |
| PSUs | Majority of CEO LTI (60% CEO equities performance-based in 2024) | Stock price performance and Adjusted EBITDA Margin | Cliff vests after 3-year period ending 2027, subject to goal attainment . |
| Historical PSU Outcome | Target | Actual vesting |
|---|---|---|
| 2021 PSU cycle (201–2024) | Stock price appreciation target with RTSR modifier vs Russell 2000 | 0% earned; all forfeited . |
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Jon E. Kirchner | 276,564 | <1% (asterisk in table) . |
| Shares outstanding reference | 45,518,259 shares outstanding as of March 3, 2025 | — |
Outstanding Equity Awards (CEO) at 12/31/2024
| Grant | Type | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 3/1/2021 | RSU | 10,962 | $112,580 (at $10.27) . |
| 4/29/2022 | RSU | 21,650 | $222,346 . |
| 3/1/2023 | RSU | 129,367 | $1,328,599 . |
| 3/1/2024 | RSU | 173,704 | $1,783,940 . |
| 4/29/2022 | PSU (target) | 229,861 | $2,360,672 . |
| 3/1/2023 | PSU (target) | 258,736 | $2,657,219 . |
| 7/26/2023 | PSU (target, 18-month performance period) | 133,000 | $1,365,910 . |
| 3/1/2024 | PSU (target) | 260,557 | $2,675,920 . |
- RSUs vest 25% annually on grant anniversaries; PSUs vest at the end of their performance period (generally three years; July 2023 tranche 18-month performance) and can range from 0% to 200% of target (150% cap for July 2023 PSUs) .
- Xperi prohibits hedging and pledging by directors and officers; CEO stock ownership guideline is 5x base salary with five years to comply from Oct 1, 2022 or appointment; compliance window still open .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended and Restated Employment and Severance Agreement effective Nov 6, 2024; initial term to Nov 6, 2027; auto 12-month extension . |
| Base salary / Target bonus | $750,000 base; 100% target bonus . |
| Severance (non-CIC) | If terminated without cause or resigns for good reason: cash severance 2.0x base + 2.0x target bonus (bonus prorated if >60 days before or >18 months after CIC), COBRA/health up to 24 months, 12 months acceleration of vesting (PSUs at target for in-year), 12-month option exercise window . |
| CIC protection | No single-trigger; if termination within 60 days before or 18 months after CIC, all unvested equity vests at target (later of termination or CIC) . |
| 280G cutback | Best-net approach (full vs cutback to avoid excise tax) . |
| Definitions | “Cause,” “Good Reason,” and “Change in Control” defined; CIC includes >50% beneficial ownership change or major M&A where pre-transaction holders don’t retain majority voting power . |
| Clawback | Policy requires recovery/forfeiture of incentive comp upon financial restatement for material noncompliance . |
| Anti-hedging/pledging | Hedging and pledging prohibited for all employees and directors . |
Board Governance and Director Service
- Board service: Director since 2022; not independent (CEO), with independent Chair (David C. Habiger) and 100% independent Audit, Compensation, and Nominating & Governance Committees; CEO receives no additional director compensation .
- Committee roles: None for Mr. Kirchner (not on any Board committee) .
- Attendance: Board held 15 meetings in 2024; all directors attended at least 75% of aggregate Board/committee meetings during their service .
- Executive sessions: Regular independent-director sessions; Chair presides; Lead Independent Director framework defined if Chair not independent .
- Independence: All directors other than CEO are independent under NYSE rules; committees are fully independent .
Compensation Peer Group (used for benchmarking in 2024)
| Peers |
|---|
| 8x8; Adeia; Arlo Technologies; Aviat Networks; Cerence; Consensus Cloud Solutions; Digital Turbine; Dolby Laboratories; fuboTV; Harmonic; IMAX; Infinera; Inseego; Knowles; LiveRamp Holdings; NETGEAR; Ribbon Communications; Turtle Beach; Universal Electronics; Vimeo . |
Related Party and Other Considerations
- Related person: CEO’s brother-in-law (Bill Neighbors) serves as Chief Content Officer; 2024 compensation approx. $351,559 base, $99,253 bonus, $9,978 cash incentives, and RSUs $393,372 grant date fair value; 2025 base $367,605 and 45% target bonus .
- Change of auditors in 2024 from PwC to Deloitte; no disagreements reported .
Expertise & Qualifications
- Awards/recognition: Ernst & Young Technology Entrepreneur of the Year (Greater Los Angeles); PGA “Digital 25” honoree .
- Domain expertise: Decades in digital media/entertainment licensing and technology, including scaling DTS to >$190M licensing revenue .
- Education: B.A. Economics, Claremont McKenna College; former CPA .
Compensation Structure Analysis
- Mix and risk: CEO equity tilted toward PSUs (60% performance-based in 2024), linking payouts to stock price performance and Adjusted EBITDA Margin; RSUs used for retention .
- Pay outcomes vs performance: 2024 short-term incentive paid at 60% after committee discretion; 2021 PSUs earned 0%, indicating downside sensitivity of pay when goals are missed .
- Governance features: No single-trigger CIC; no option repricing without shareholder approval; no hedging/pledging; no tax gross-ups; robust clawback .
- Equity usage: Company reduced annual grant pool and tightened eligibility in 2024 following shareholder feedback .
Equity Ownership & Alignment Policies
- CEO ownership guideline: 5x base salary; five-year compliance window; all executives and directors subject to ownership guidelines (1.5x for other execs; 3x for directors) .
- Anti-pledging/hedging: Prohibited, reducing alignment risk from collateralization or derivative hedging .
Investment Implications
- Pay-for-performance is functioning: Below-target bonuses and 0% vesting of a legacy PSU cycle reinforce alignment and suggest limited near-term insider selling pressure beyond tax withholding on RSU vests; however, large scheduled RSU and PSU vesting blocks in 2025–2027 create mechanical supply events to monitor .
- Retention risk mitigated by contract economics: CEO has a multi-year agreement with 2x salary and bonus severance and double-trigger CIC equity acceleration, favoring continuity but potentially increasing M&A transaction costs; no single-trigger payout reduces deal risk optics .
- Governance offsets dual-role concerns: Independent Chair, fully independent committees, anti-pledging/hedging and clawback policy collectively reduce governance risk despite CEO serving on the Board .
- Related-party oversight warranted: Family relationship with the Chief Content Officer is disclosed with compensation detail and subject to related-party transaction policy; continue to monitor for perceived conflicts .
- Execution bar remains meaningful: 2024 EBITDA and revenue achieved threshold but not full targets; 2024 PSU metrics (stock performance and Adjusted EBITDA Margin) set a multi-year bar—realization of PSU value will be a key signal of execution and equity alignment over 2025–2027 .