All Three Leading Independent Proxy Advisory Firms Support All Xperi Board Candidates

Xperi Inc. (NYSE: XPER) (the “Company” or “Xperi”) today announced that a third independent proxy advisory firm, Egan-Jones Ratings Company (“Egan-Jones”), has joined Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) in recommending that Xperi stockholders vote “FOR” all of the Company’s director nominees on the BLUE proxy card ahead of the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on May 24, 2024. One of the Company’s stockholders, Rubric Capital Master Fund LP (“Rubric”), has nominated two candidates to replace half the Company’s independent directors on the Xperi Board of Directors (the “Board”).

Following the same recommendation as ISS and Glass Lewis, Egan-Jones concluded that “change in leadership is unwarranted as it would disrupt the transformation that is currently underway,” and recommended that “voting FOR [Xperi’s] nominees is in the best interest of the Company and its shareholders.”

Specifically, Egan-Jones highlighted Xperi’s “compelling… transformation strategy”:

• “Since the Adeia spin-off in 2022, Xperi has experienced a significant shift… and has paved the way to capitalize on its core segments.”
• “Xperi’s strategy… laid the foundation [for] its thriving status… [The Company’s] targets were achieved… delivering strong revenues, expanding Adjusted EBITDA margins and positive TSR, outperforming its peers as a stand-alone company.”
• “We give credit to the Company’s highly qualified and experienced management and board for unlocking… shareholder value from its prior state, and for effectively delivering the strategy and optimal results.”

Egan-Jones also highlighted Darcy Antonellis and David Habiger, the two incumbent directors being targeted by Rubric for removal, as “integral to Xperi’s strategy execution given their industry expertise and public company experience.”

As noted, ISS also recommended in favor of all five of Xperi’s nominees, noting:

• “The company completed its spin-off less than two years ago, and appears to be executing on its long-term strategic plan. … [T]here does not appear to be a need for change at the board level at this time.”
• “Though it is less than two years since the spin-off transaction, there are multiple indications that the company is on pace to achieve its long-term plan presented in September 2022. The company has posted revenue growth and margin expansion over the last two years and appears on pace to hit multiple operating metrics in its key growth businesses.”

Glass Lewis recommended in favor of all five of Xperi’s director nominees as well, stating: