Rubric Capital Management Nominates Two Highly Qualified, Independent Directors to Xperi Inc. Board of Directors
Believes History of Underperformance, Poor Decision Making and Reckless Capital Allocation Under Incumbent Board Warrant Urgent Change
Rubric’s Nominees –
Files Preliminary Proxy Statement for
“The facts speak for themselves. Since the completion of its spin-off, Xperi shares have materially underperformed any comparable benchmark, declining by approximately 28%, during which period the S&P Software Index had a total return of approximately 74% and the Russell 3000 returned approximately 42%.1 Xperi’s margin performance has been similarly underwhelming when compared to peers. This underperformance has been idiomatic to Xperi – dating back to its former parent company, which shared nearly all the same directors – and we believe it is the direct result of the Board’s poor decision making and capital allocation practices. The failure to capitalize on the promise of Perceive, despite its potential to accelerate the AI software stack, while shouldering stockholders with years of losses is emblematic of the Company’s capital mismanagement, as is the recent sale of the Company’s
“We have always sought to engage constructively with the Company’s Board and management team across the duration of our investment, which spans Xperi’s life as a standalone company, and our history with its predecessor entities goes back to Rubric’s inception. However, the direction of the Company is untenable, and we have lost confidence in the ability of the Board to provide the oversight required to stem the tide of losses and drive meaningful stockholder value. Our director candidates have the leadership experience, marketing knowledge, and financial and corporate strategy expertise that is urgently needed to help set Xperi on a trajectory of sustained growth and profitability for the benefit of all stakeholders.”
Rubric’s nominees include:
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Mr. Lacey previously served as Chief Executive Officer and a director ofXperi Corporation (formerly NASDAQ: XPER) (formerlyTessera Technologies, Inc. ; NASDAQ: TSRA) from 2013 to 2017, and has continued to be an Xperi stockholder since his departure. Under Mr. Lacey’s leadership,Xperi Corporation demonstrated fiscal discipline and careful capital allocation, resulting in annual stockholder returns double the rate of the Russell 3000 during his tenure. -
Prior to
Xperi Corporation ,Mr. Lacey served as Chairman of the board of directors and Chief Executive Officer of Components Direct, and President, Chief Executive Officer, and a director ofPhoenix Technologies Ltd. (formerly NASDAQ: PTEC). -
He currently serves on the board of directors and board of advisors of semiconductor companies
Kandou Bus S.A. andAKHAN Technologies, Inc. , respectively, and previously served on the boards of directors ofDSP Group, Inc. (formerly NASDAQ: DSPG), (NASDAQ: IMMR), andImmersion Corporation International Rectifier Corporation (formerly NYSE: IRF). He also served as Interim CEO ofAKHAN Technologies, Inc. andImmersion Corporation .
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Ms. Conrad previously worked for over 27 years at (NASDAQ: INTC), where she held senior positions of increasing responsibility across multiple areas, including marketing, communications, brand management and business development, culminating in her role as Corporate Vice President and Chief Marketing Officer, from 2008 to 2014.Intel Corporation -
More recently, she has held numerous healthcare technology leadership positions, including Senior Vice President and Chief Marketing Officer at
Hinge Health, Inc. ; Chief Marketing Officer atVori Health Inc. ; Interim Chief Marketing Officer and a strategic advisor atNovaSignal Corp. ; and Senior Vice President, Chief Marketing Officer, and a strategic advisor atIncluded Health, LLC . -
She also previously served as a strategic advisor to the portfolio companies of
Cowboy Ventures LLC , a venture capital firm supporting seed-stage technology companies.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
RUBRIC STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be Rubric Master,
As of the date hereof, Rubric Master directly beneficially owns 3,417,988 shares of common stock, par value
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1 Source: Bloomberg. Calculated as of
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