XPEL INC (XPEL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
XPEL INC · Meeting: June 10, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
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.
Say on Pay
✓ FORCEO
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 Ratification
✓ FORAuditor
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.
Overall Assessment
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.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing