Sector: Consumer Discretionary
XPEL INC · Meeting: June 10, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Pape has served since 2010 and XPEL's 3-year stock return of -35.1% trails the peer group median of -24.0% by only 11.1 percentage points, which is below the 20-point threshold required to trigger a no vote for negative absolute TSR; no overboarding, attendance, independence, or family-relationship concerns apply.
Bogart has served since March 2022 (more than 24 months but less than 3 years), brings relevant legal and governance experience from public consumer-products companies, the TSR underperformance gap of 11.1 percentage points does not breach the 20-point trigger, and no other policy flags apply.
Crumly has served since 2010 and the 3-year peer-group underperformance gap of 11.1 percentage points is well below the 20-point trigger threshold; no overboarding, attendance, or independence concerns are present.
Klonne has served since 2017, chairs the Audit Committee with confirmed financial expertise (audit committee financial expert designation), the peer-group TSR underperformance gap of 11.1 percentage points does not reach the 20-point trigger, and no other policy flags apply.
North joined in August 2023 (approximately 33 months ago), bringing deep CFO and CEO experience in auto-adjacent industries; the TSR underperformance gap of 11.1 percentage points does not trigger the 20-point threshold, and no other policy concerns are identified.
Thornton was appointed in April 2026, well within the 24-month new-director exemption from the TSR trigger, and brings relevant consumer-products and international market expertise from nearly 28 years at Procter & Gamble.
All six director nominees pass the policy screens. XPEL's 3-year stock return of -35.1% underperforms the company-disclosed compensation peer group median of -24.0% by only 11.1 percentage points, which is below the 20-point threshold required to trigger a no vote when absolute TSR is negative. No overboarding, attendance below 75%, independence, or family-relationship issues were identified for any nominee. Mark Thornton, appointed April 2026, is exempt from the TSR trigger as a director of fewer than 24 months.
CEO
Ryan L. Pape
Total Comp
$2,691,721
Prior Support
N/A
CEO total compensation of $2,691,721 is reasonable for a $1.3 billion consumer-cyclical company, and the pay structure is well-designed: 78% of the CEO's pay is variable (stock awards plus performance-based annual bonus), exceeding the 50-60% variable threshold the policy requires. The long-term equity program is split equally between time-vesting restricted stock units and performance stock units tied to three-year cumulative revenue and earnings-per-share goals, providing meaningful performance conditions; the company also has a clawback policy in place. While XPEL's 3-year stock return has been negative, the peer-group comparison shows underperformance of only 11.1 percentage points, and the strong 2025 operating results (revenue +13.3%, net income +13.3%) support the above-target bonus payout of 124.5%, so incentive pay is reasonably aligned with shareholder outcomes.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,105,000
Non-Audit Fees
$126,323
Non-audit fees (audit-related fees of $122,220 plus other fees of $4,103, totaling $126,323) represent approximately 11.4% of audit fees of $1,105,000, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $1.3 billion company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and no material restatements are noted.
The 2026 XPEL annual meeting presents three standard proposals: a six-director slate, auditor ratification, and an advisory say-on-pay vote. All three receive a FOR determination — the director TSR underperformance gap versus the peer group does not breach the policy trigger, Deloitte's non-audit fees are well within the independence threshold, and XPEL's executive pay program is predominantly variable with clear performance conditions and a functioning clawback policy.
14 companies disclosed in 2026 proxy filing
