Xperi Inc. appointed Jon Kirchner as new CEO

Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Board of Directors 

Effective as of the completion of the Spin-Off, Geir Skaaden and Robert Andersen resigned from the Board of Directors (the "Board") of Xperi Inc. 

Effective as of the completion of the Spin-Off, Darcy Antonellis, David Habiger, Jon Kirchner and Christopher A. Seams were appointed as directors of Xperi Inc. David Habiger was appointed chair of the Board effective as of the completion of the Spin-Off. Laura Durr, who was appointed to the Board effective September 20, 2022, continues to serve as a director of Xperi Inc. following the Distribution. 


The Information Statement of Xperi Inc. included as an exhibit to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on September 14, 2022 (the "Information Statement") under the sections entitled "Board of Directors and Management" and "Director Compensation" contain the biographical information about and compensation information for the newly appointed directors. Such information is incorporated by reference in this Item 5.02. There are no arrangements or understandings between any of the directors named above and any other person pursuant to which such director was appointed to the Board. Except as disclosed under the section entitled "Certain Relationships and Related Party Transactions" of the Information Statement, there are no other relationships between the directors named above and Xperi Inc. that would require disclosure pursuant to Item 404(a) of Regulation S-K. 

In connection with their joining the Board, in addition to Ms. Durr who had previously been appointed as a member of the Audit Committee, certain other directors of Xperi Inc. were appointed to the Audit, Compensation and Nominating and Governance Committees of the Board (the "Committees") effective as of the completion of the Spin-Off. The current composition of the Committees is as follows: 


Name

Committee Appointment


Darcy Antonellis Compensation Committee, Nominating and Governance Committee (Chair) 

 Laura Durr Audit Committee (Chair), Nominating and Governance Committee 

 David Habiger Audit Committee, Compensation Committee 

 Jon Kirchner N/A 

 Christopher A. Seams Audit Committee, Compensation Committee (Chair), Nominating and Governance Committee 


Executive Officers 

Effective as of the completion of the Spin-Off, Geir Skaaden resigned from his position as the Company's President and Robert Andersen resigned from his positions as the Company's Treasurer and Secretary. Neither of the resigning executive officers entered into any agreements with the Company in connection with their resignations. In addition, effective as of the completion of the Spin-Off, Jon Kirchner was appointed to serve as the Chief Executive Officer and President of Xperi Inc. Robert Andersen continues to serve as Chief Financial Officer of Xperi Inc., effective as of August 25, 2022. 

The Information Statement under the sections entitled "Board of Directors and Management" and "Executive Compensation" contain the biographical information about and compensation information for the newly appointed officers, respectively. Such information is incorporated by reference in this Item 5.02. Except as disclosed under the section entitled "Certain Relationships and Related Party Transactions" of the Information Statement, there are no other relationships between the executive officers named above and Xperi Inc. that would require disclosure pursuant to Item 404(a) of Regulation S-K.