Roderick Randall
XperiAbout Roderick K. Randall
Roderick K. Randall, age 66, is an independent director of Xperi Inc., appointed in June 2024, with more than 25 years of experience in telecommunications, wireless, computer-networking and electric vehicle industries . He is an Executive Partner at Siris Capital Group (since 2010) and previously served in senior roles at Lucent Technologies (Chief Marketing Officer), Ascend Communications (VP Marketing), Madge Networking (VP Strategic Market Development), and co‑founded Teleos Communications; he began his career at AT&T Bell Laboratories and holds several U.S. patents . He holds a Bachelor of Electrical Engineering (Highest Honors) from Georgia Institute of Technology and an M.S. in Electrical Engineering and Computer Science from the University of California, Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siris Capital Group, LLC | Executive Partner | 2010–present | Focused on complex telecom and technology companies operating at scale |
| Lucent Technologies | Chief Marketing Officer | Not disclosed | Senior marketing leadership |
| Ascend Communications | Vice President of Marketing | Not disclosed | Senior marketing leadership |
| Madge Networking | VP, Strategic Market Development | Not disclosed | Strategy and market development |
| Teleos Communications | Co‑founder; CTO/VP Marketing & BD | Not disclosed | Co‑founded company; multiple executive roles |
| AT&T Bell Laboratories | Engineer | Not disclosed | Early career; holds several U.S. patents |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MagLev Aero Inc. (private) | Director | Current | Aviation technology (private) |
| Mavenir Systems Inc. (private) | Director | Current | Telecom software/networking (private) |
| Fisker Inc. | Director | 2018–2024 | Prior public company board service |
| Stratus Technologies, Inc. | Director | Prior (dates not disclosed) | Prior board service |
Board Governance
- Committee assignments (Xperi): Compensation Committee member; Mr. Randall is not a committee chair .
- Independence: The Board determined all directors other than the CEO (Mr. Kirchner) are independent; all Audit, Compensation, and Nominating & Corporate Governance Committees are 100% independent .
- Attendance/engagement: The Board held 15 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings during their service; Compensation Committee met 4 times in 2024 .
- Annual meeting attendance: All members of the Board attended the 2024 Annual Meeting of Stockholders .
- Executive sessions: Independent directors meet in regular executive sessions without management; the Board Chair presides .
- Anti‑hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock and from short sales or derivatives on Company stock .
Fixed Compensation
| Component | Program Terms | 2024 Amount (Randall) |
|---|---|---|
| Annual cash retainer | $50,000 for non‑employee directors | $43,500 (pro‑rated for mid‑year appointment) |
| Committee member fee | Compensation Committee: $8,000 annually | Included in above, pro‑rated |
| Chair retainers (if applicable) | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000 | Not applicable (not a chair) |
| Board Chair retainer | $50,000 (non‑executive chair only) | Not applicable |
| Reimbursed expenses | Reasonable travel/meeting expenses reimbursed | Not separately disclosed |
2024 total reported director compensation for Mr. Randall: $227,228, comprising $43,500 in cash fees and $183,728 in stock awards (grant‑date fair value), pro‑rated for his June 10, 2024 appointment .
Performance Compensation
| Equity Vehicle | Grant Policy | 2024 Grant (Randall) | Vesting |
|---|---|---|---|
| RSUs (annual) | Annual RSU equal to $190,000 ÷ FMV/share at grant to each continuing non‑employee director | $183,728 grant‑date fair value (pro‑rated) | Vests at earlier of first anniversary or next annual meeting of stockholders |
| Options | No director stock options outstanding as of Dec 31, 2024 | None | N/A |
The director equity program uses time‑based RSUs; no performance metrics apply to director grants .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Randall; current roles are at MagLev Aero Inc. and Mavenir Systems Inc. (both private) . |
| Prior public company boards | Fisker Inc. (2018–2024) . |
| Compensation Committee interlocks | 2024 Compensation Committee included Seams (Chair), Randall, Habiger, and Antonellis; none served as officers or employees of Xperi, and no reciprocal interlocks were disclosed . |
Expertise & Qualifications
- Engineering and technology leadership across telecom, wireless, and networking; experience scaling complex technology and telecom businesses .
- Co‑founder and senior operator with patent holdings; former CMO at Lucent and VP roles at Ascend and Madge .
- Education: B.E.E. (Highest Honors) Georgia Institute of Technology; M.S. in EECS, University of California, Berkeley .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 3, 2025) | 22,883 shares; represents less than 1% of shares outstanding . |
| Composition | Includes 22,883 RSUs scheduled to vest and settle within 60 days of March 3, 2025 . |
| Options | None held as of Dec 31, 2024 . |
| Shares outstanding (denominator) | 45,518,259 shares outstanding as of March 3, 2025 . |
| Stock ownership guidelines (directors) | 3× annual cash retainer (excluding committee/chair retainers); compliance due within 5 years of later of Oct 1, 2022, any guideline amendment, or date first appointed/elected; directors have not yet reached deadline . |
| Hedging/pledging | Prohibited for directors under Company policy . |
Governance Assessment
-
Strengths
- Independent director with domain expertise in telecom/wireless; serves on the fully independent Compensation Committee, supporting board oversight of pay and performance .
- Strong engagement baseline: Board met 15 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Equity‑heavy director pay (time‑based RSUs) aligns director incentives with shareholders; hedging and pledging are prohibited, and directors are subject to ownership guidelines (3× retainer) .
- Related‑party safeguards: Audit Committee reviews/approves related person transactions; Company disclosed no related‑party transactions involving directors for amounts >$120,000 since Jan 1, 2024 .
-
Watch items
- Mr. Randall concurrently serves as an Executive Partner at a private equity firm (Siris Capital) and holds external directorships (MagLev Aero, Mavenir), which can create potential conflict considerations in transactions; the Board has an RPT policy requiring Audit Committee review/approval of any such transactions and determined independence for directors (other than the CEO) .
- Short Xperi board tenure (appointed June 2024) limits observable long‑term board performance signals at Xperi to date .
No director‑specific red flags (e.g., hedging/pledging, related‑party transactions with Mr. Randall, low attendance) were disclosed; the Company did disclose a family relationship between the CEO and the Chief Content Officer, but this does not involve Mr. Randall .