| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 28, 2022, Xperi Holding Corporation (the “Company”) issued a press release announcing the appointment of directors and certain officers to Adeia (“Adeia”), the Company’s IP licensing business, in connection with the previously-announced spin-off (the “Spin-Off”) of the Company’s product business, Xperi Inc. (“Xperi Inc.”), a wholly owned subsidiary of the Company, expected to occur on October 1, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Board of Directors
Effective as of the completion of the Spin-Off, each of Darcy Antonellis, Laura J. Durr, David Habiger, Jon Kirchner and Christopher A. Seams will resign from their positions as members of the Company’s board of directors (the “Board”), as well as their respective positions as members of various committees thereof, to serve on the board of directors of Xperi Inc., which will be an independent publicly traded company after the completion of the Spin-Off. None of the resigning directors will enter into any agreements with the Company in connection with their resignations. In connection with such director resignations, the Board will reduce its size from eight (8) members to five (5) members and will appoint Paul E. Davis and V. Sue Molina to the Board. Ms. Molina will be the Chair of the Audit Committee and a member of the Compensation Committee. Dan Moloney, Raghavendra Rau, and Tonia O’Connor will continue as members of the Board of the Company. Mr. Moloney will serve as chair of the Board and Compensation Committee and a member of the Nominating and Governance Committee, Mr. Rau will serve as chair of the Nominating and Governance Committee and a member of the Audit Committee, and Ms. O’Connor will serve as a member of the Audit, Compensation, and Nominating and Governance Committees.
Director Compensation
In connection with her appointment to the Board, Ms. Molina will participate in Adeia’s non-employee director compensation program. Pursuant to the program, Adeia will pay each of its non-employee directors an annual retainer of $50,000, payable in equal quarterly installments over the course of each year of a director’s service on the Board. In connection with Ms. Molina’s appointment to the Audit Committee as the Chair of the Audit Committee and her appointment to the Compensation Committee, she will also receive additional annual retainers of $25,000 and $8,000, respectively, payable in equal quarterly installments over the course of each year of her service as the Chair of the Audit Committee and her service as a member of the Compensation Committee. Adeia will also reimburse all non-employee directors for reasonable expenses related to Board or committee meetings. Upon each annual meeting of Adeia’s stockholders, each of Adeia’s non-employee directors will receive restricted stock units covering shares of Adeia’s common stock under its stockholder-approved equity plan. The number of shares of common stock subject to the restricted stock unit award will be determined by dividing (1) $190,000 by (2) the fair market value per share of Adeia’s common stock on the date of grant. A non-employee director who is initially appointed between annual stockholder meetings will receive a restricted stock unit award on the date of his or her initial appointment to the Board equal to the pro-rated amount of the annual grant. Annual restricted stock unit awards (or any pro-rated grants for directors initially appointed between annual meetings) will vest on the earlier to occur of the first anniversary of the date of grant or the next annual meeting of the stockholders.
Mr. Davis will not receive any additional compensation for his service on the Board.
Executive Officers
Effective as of the completion of the Spin-Off, (i) Jon Kirchner will resign from his position as the Company’s Chief Executive Officer, (ii) Robert Andersen will resign from his position as the Company’s Chief Financial Officer, (iii) Geir Skaaden will resign from his position as the Company’s Chief Products and Services Officer and (iv) Matt Milne will resign from his position as the Company’s Chief Revenue Officer. None of the resigning executive officers will enter into any agreements with the Company in connection with their resignations.
