Not independent
Tenure on this board
16.4 yrs
6 nominees · 3 ballot items.
Elect the listed director nominees; ratify Deloitte & Touche LLP as XPEL’s independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect the listed nominees to XPEL’s Board of Directors: Ryan L. Pape; Stacy L. Bogart; Richard K. Crumly; Michael A. Klonne; John F. North; and Mark A. Thornton.
Ratify the appointment of Deloitte & Touche LLP as XPEL’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation of XPEL’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and related disclosures).
This is a non-binding, advisory 'say-on-pay' proposal asking stockholders to approve the Company’s executive compensation program as described in the proxy’s CD&A, compensation tables and narrative. Management is seeking shareholder approval to validate its pay structure, which for 2025 consisted of a mix of base salary, annual cash bonuses tied to revenue and EPS (50%/50% weighting for 2025), and long-term equity incentives (50% RSUs, 50% PSUs) with PSUs measured on three-year cumulative revenue and EPS goals. The Compensation Committee used an independent consultant (FW Cook), peer benchmarking, and explicit governance features—such as a clawback policy, stock ownership guidelines, a cap on annual cash incentive payouts, and no hedging or pledging—to strengthen alignment with shareholder interests. In 2025 the formulaic annual bonus payout equated to approximately 124.5% of target based on reported revenue and EPS performance; PSUs cliff-vest after a three-year performance period and RSUs vest ratably over four years, emphasizing multi-year alignment. The Board frames the proposal as approval of a program that rewards both near-term operational goals and long-term shareholder value creation; because the vote is advisory, the Board will consider the result in future compensation design. From a risk/oversight perspective, the Compensation Committee is composed of independent directors and retains an independent advisor, and the company discloses pay-versus-performance metrics and clawback provisions, which supports governance defensibility. Potential stockholder concerns include the non-binding nature of the vote, the concentration of CEO compensation in equity-based awards (and the increase in compensation actually paid in 2025), and the pay ratio and absolute levels for senior executives; significant negative votes could prompt the Board to adjust plan design or disclosure. Overall, the program emphasizes pay-for-performance through measurable financial targets and multi-year equity vesting, while providing the Board flexibility to respond to stockholder feedback and to calibrate incentives against long-term strategy and risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WASATCH ADVISORS LP | 13.9% | 3,844,574 | $170M |
| 2 | BlackRock, Inc. | 9.7% | 2,676,269 | $118M |
| 3 | ALTA FOX CAPITAL MANAGEMENT, LLC | 7.0% | 1,924,258 | $85M |
| 4 | SCS Capital Management LLC | 4.5% | 1,241,540 | $55M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 1,044,813 | $46M |
| 6 | STATE STREET CORP | 3.4% | 926,725 | $41M |
| 7 | SCHWARTZ INVESTMENT COUNSEL INC | 3.0% | 824,839 | $37M |
| 8 | WESTWOOD HOLDINGS GROUP INC | 2.9% | 805,546 | $36M |
| 9 | Divisadero Street Capital Management, LP | 2.6% | 720,425 | $32M |
| 10 | BlackRock, Inc. | 2.5% | 686,470 | $30M |
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