Executing a Multi-Year Transformation to

Drive Long-Term Shareholder Value

A P R I L 3 0 , 2 0 2 4

What is This Proxy Fight About?

Xperi recommends that shareholders vote for the incumbent slate of directorsat the 2024 Annual Meeting

  • Xperi is a leading product-focused entertainment technology company, creating extraordinary media experiences at home and on the go for millions of consumers around the world
  • Since our separation from Adeia in October 2022, we have delivered promising results and notable product achievements
  • One of our shareholders, Rubric Capital, nominated two director candidates for a contested election: one is the former CEO of an Xperi predecessor business that is no longer part of the Company, and the other is his close friend
  • Rubric has offered no new ideas to improve our business, and the election of either of its candidates would remove accomplished directors and impede Xperi's ongoing business transformation
  • Despite Xperi's extensive engagement and good faith effort to reach a resolution, Rubric rejected two reasonable settlement proposals and chose to proceed with its distracting and unnecessary proxy contest

Xperi shareholders have the important opportunity to vote in support of Xperi management and incumbent

directors as they continue to execute our revitalized strategy as a new independent company

2

Table of Contents

I

Executive Summary

4

II

We Have Transformed Our Business in Response

16

to Industry Disruption

III

We Have the Right Strategy to Drive Growth and Value

31

IV

Our Growth Strategy Is Delivering Results

41

V

Our Board and Management Team Are Best Positioned

53

to Oversee Our Strategy

VI

Rubric's Proxy Contest Is Unnecessary and Distracting

62

VII

Conclusion

84

VIII

Appendices

87

Section One

Executive Summary

4

Executive Summary

Xperi's predecessor, Tessera,

was facing industry-driven challenges; long-term prospects had diminished

  • For decades, Tessera's core business was semiconductor IP licensing, but it began facing serious challenges
  • Legal developments made patent enforcement difficult and more costly to pursue; accounting standards changed, creating instability in the company's financial results; and many of Tessera's original patents were expiring, limiting growth
  • IP licensing revenue - already volatile
    - began to decline1
  • By 2016 (the end of Rubric candidate
    Tom Lacey's tenure as Tessera's CEO), it was clear that change was needed to reposition the business

The Board took action to transform,

reconfigure and reposition

the Company

  • Tessera's transformation began with the acquisition of DTS in 2016, which allowed the company to augment its product-oriented business
  • The DTS acquisition also led to a leadership transition, with Jon Kirchner succeeding Tom Lacey in 2017, and a name change, from Tessera to Xperi Corp.
  • The Board oversaw a comprehensive review of the business and worked with the new leadership team to develop a plan to scale the product business
  • The merger of Xperi Corp. and TiVo in 2020 was critical to the strategy as it offered scale and expansion into new product markets

The separation of Xperi and Adeia in 2022 provided the businesses the best opportunity to thrive

  • Immediately following the TiVo merger, the Board approved the strategy of separating the product business from the IP licensing business
  • Management implemented separate IT systems and financial reporting structures, along with separating other critical functions
  • In 2022, the business separation created two new standalone public companies - Xperi (the product business) and Adeia (the IP licensing business) - that were each more focused and better positioned to succeed
  • The separation has created value for shareholders

5 1. Source: Xperi Corp. 10-K for the years ended December 31, 2016 and December 31, 2017.

Executive Summary (Continued)

Xperi's business is gaining

momentum and growing

  • Xperi is focused on leveraging our core expertise in attractive, growing markets: IPTV, in-cabin entertainment and connected TV advertising
  • These markets are supported by favorable long-term trends, including the proliferation of streaming services, smart TVs and connected vehicles and the growth of the subscription economy
  • Our strategy is working; as an independent product-focused company, we have delivered significant revenue and margin growth
  • We are outperforming our peers and the market is recognizing our progress

Rubric's candidates do not bring

any skills that are not already well

represented; their election would weaken the Board

  • Rubric is seeking to replace half of our independent directors (including Chair of the Board and Chair of the Nominating and Corporate Governance Committee) without offering any meaningful ideas for improving our business
  • Mr. Lacey's experience at Tessera is not relevant because Xperi no longer has an imaging or IP licensing business
  • We have tried in good faith to reach a resolution with Rubric, but Rubric insists that Mr. Lacey be appointed Chair of the Board
  • The election of Rubric's candidates would remove two accomplished and engaged directors and weaken
    the Board

Shareholders should support

Xperi's incumbent Board

and leadership team

  • The Board acted decisively to reposition the business in response to evolving industry dynamics
  • Xperi is making progress as a product- focused company and delivering results
  • Rubric has offered no new ideas for improving the business
  • The Board is thoughtful about its own composition and had identified two new exceptional candidates it intended to nominate this year just as Rubric began its activism campaign

6

Overview of Xperi Inc. (NYSE: XPER)

Xperi invents, develops and delivers technologies that enable extraordinary entertainment experiences

  • Through a series of transactions, including a transformative merger with TiVo in 2020 and a spin in 2022, the Company has evolved from primarily a semiconductor and IP licensing company to a product-focused entertainment technology company
  • Our technology powers smart TVs, connected cars and entertainment experiences for millions of consumers
  • We are shifting our business mix to focus on attractive long-term growth opportunities that leverage our innovations in personalized content discovery, audio and media technology
2023 Revenue by Product Category ($M)12023 Revenue by Geography ($M)1Summary Data1,2

U.S.

Market Value ($M)

$475

$49

Pay-TV

$61

Japan

Enterprise Value ($M)

$411

Consumer

$32

Europe and

Cash & Cash Equivalents ($M)3

$154

$95

$245

Electronics

$36

Middle East

2023 Revenue ($M)

$521

Connected Car

$41

$268

China

2023 Adjusted EBITDA ($M)4

$35

$132

Media Platform

$83

Latin America

EV/2023 Revenue

0.8x

Other

EV/2023 Adjusted EBITDA4

11.9x

Employees

~2,100

  1. Source: FactSet and Xperi Form 10-K, filed with the SEC on March 1, 2024.
  2. Market data as of April 29, 2024. All other data as of December 31, 2023. See Appendix for reconciliations.

7 3. Includes $12 million in cash classified as assets held for sale.

4. See Appendix for further information and reconciliations on supplemental non-GAAP Adjusted EBITDA

History of Xperi Inc. and Its Predecessors

Xperi today is the result of several mergers, acquisitions and separations intended to complement and strengthen

product offerings and reposition the Company for long-term growth

Corporation

Holding

Inc.

1990 Tessera, Inc. founded as a developer of semiconductor packaging technology

1999 Tessera discontinues most of its packaging activities, refocusing on licensing its intellectual property

2003 Tessera goes public as Tessera Technologies, Inc., raising approximately $100 million in its IPO1

2008 Tessera acquires FotoNation to augment its consumer optics business and capitalize on mobile device growth

2013

Tom Lacey is appointed to the board of Tessera through a settlement with Starboard Value and is appointed

interim CEO a few days later before being appointed on a permanent basis in December 2013

2016

Tessera acquires DTS, which was led by its Chair and CEO Jon Kirchner, combining DTS's audio products with

Tessera's IP portfolio and imaging business

2017

Jon Kirchner appointed CEO, replacing Tom Lacey; the combined company changes its name to Xperi

Corporation

2020

Xperi and TiVo merge, forming Xperi Holding Corp.

2021

Xperi Holding Corp. acquires MobiTV assets, expanding its subscriber footprint in the IPTV market

2022

Xperi Holding Corp. acquires Vewd Software, accelerating the deployment of TiVo OS for smart TVs

2022

Xperi Holding Corp. completes the separation of its product business from its IP licensing business and spins off

its product business as standalone public company, Xperi Inc.; IP licensing business continues as a separate

company under a new name, Adeia

8 1. Source: Tessera Technologies Form 10-K, filed with the SEC on March 8, 2004.

We Have Transformed and Strengthened the Company

We have continued to take action to reposition Xperi as we prepared for and executed the separation

2020

2021

2022

2023

2024

Xperi Holding

Xperi Inc.

Strategic

Changes

  • Completed the merger with TiVo to create a global leader in entertainment technology and IP licensing
  • Acquired MobiTV assets to strengthen TiVo's position in the IPTV Pay-TVmarket
  • Acquired Vewd to accelerate scale and deployment of TiVo OS
  • Completed the separation to become an independent product- focused company
  • Announced the sale of the AutoSense in-cabin safety and imaging business to create a more focused, streamlined company
  • Initiated a formal strategic review process for Perceive, our edge AI business

Board, Leadership &

Governance

Changes

  • Integrated the Legacy Xperi and TiVo management teams, adding Matt Milne as new
    Chief Revenue Officer
  • Conducted a materiality assessment to determine the ESG issues that are most relevant to our business and stakeholders
  • Released first annual ESG report
  • Appointed Becky Marquez as Chief Legal Officer and Corporate Secretary
  • Identified two new independent directors with content monetization and capital allocation expertise
  • Proposed to adopt simple majority voting requirements to amend charter and bylaws

Commercial Successes

  • Launched TiVo Stream 4K, Deep Discovery (video metadata for IPTV) and AutoStage (connected radio)
  • Launched IMAX®
    Enhanced on LG soundbars and Vestel TVs
  • Announced agreement with Toyota to incorporate HD Radio in new vehicles
  • Announced first design win with OEM for TVs powered by TiVo
  • Achieved first design win for DTS AutoStage Video Service

Launched the first OEM-

Launched TiVo

branded TVs powered by

Broadband (streaming

TiVo

platform) and signed four

Won three new AutoStage

new operators

contracts with major

automotive partners

9

Our Actions Are Driving Growth and Strong Performance

We are continuing to make progress on increasing revenue and improving profitability

Year-Over-Year Revenue Growth1

Adjusted EBITDA1,2

EV/FY+1 Multiple3

4.6x

8.6%

6.7%

7.2%

$13.4

$9.3

$5.2

3.2x

0.5x

0.7x

0.5%

1.3%

Q4

Q1

Q2

Q3

Q4

2022

2023

2023

2023

2023

Through Q4 2023, we have delivered five consecutive quarters of year-over-year

revenue growth since the separation

Q2 2023

Q3 2023

Q4 2023

We ended 2023 with our highest quarterly Adjusted EBITDA since the separation

EV/FY+1

EV/FY+1

Revenue

Adjusted EBITDA

Q4 2022

Current

Our valuation multiple has increased

since the separation as the market begins to recognize our progress and our stock is purchased by fundamental owners

1. Source: Xperi earnings releases for the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023.

10 2. See Appendix for further information and reconciliations on supplemental non-GAAP Adjusted EBITDA.

3. Source: FactSet. Data as of April 29, 2024. "Q4 2022" data as of December 31, 2022.

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Xperi Inc. published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 April 2024 11:13:00 UTC.