Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses XPEL in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named XPEL in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Ryan Pape | $562,000 | $0 | $1,500,000 | $0 | $629,721 | $0 | $0 | $2,691,721 |
| Chairman of the Board and President and CEO | ||||||||
| Barry Wood | 395,000 | 0 | 400,000 | 0 | 245,888 | 0 | 0 | 1,040,888 |
| Senior Vice President and CFO | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Ryan Pape | $2,691,721 | $2,214,766 | $2,044,672 | +476,955 |
| Barry Wood | 1,040,888 | 848,685 | 902,767 | +192,203 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Ryan Pape | PSU | 2025-03-01 | 11,217 | 22,434 | — | 44,868 | $1,500,000 |
| Barry Wood | PSU | 2025-03-01 | 2,991 | 5,982 | — | 11,963 | 400,000 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Ryan Pape | $0 | $1,500,000 | $0 | 100.0% |
| Barry Wood | 0 | 400,000 | 0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Ryan Pape | PSU | 44,660 | — | $2,228,978 |
| Ryan Pape | RSU | 39,852 | — | 1,989,010 |
| Barry Wood | PSU | 12,334 | — | 615,572 |
| Barry Wood | RSU | 10,572 | — | 527,631 |
The Company’s compensation philosophy is to provide compensation that will attract and retain high-performing talent, motivate the Company’s executive officers to create long-term value and enhance stockholder value, provide a fair reward for their accomplishments, and foster our executive officers’ professional and personal growth. The Company believes that the compensation of its executive officers should align the executive officers’ interests with those of the stockholders and focus executive officer behavior not only on the achievement of near-term corporate goals, but also on the achievement of long-term business objectives and strategies.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-10 | 18,014,540 | 234,918 | 6,839 | 98.71% | Passed |
| 2025 | 2025-06-04 | 17,185,853 | 298,612 | 47,169 | 98.29% | Passed |
| 2024 | 2024-06-05 | 17,438,321 | 430,369 | 38,926 | 97.38% | Passed |
| 2023 | 2023-05-24 | 16,683,855 | 495,962 | 3,594 | 97.09% | Passed |
| 2022 | 2022-05-18 | 17,377,104 | 427,596 | 13,531 | 97.52% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-06-10 | 98.71%a |
| 2025 | 2025-06-04 | 98.29%b |
| 2024 | 2024-06-05 | 97.38%c |
a. Approved under the standard stated in the filing — “Abstentions from voting will have no effect on the outcome of this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions from voting will have no effect on the outcome of this proposal.”.
c. Approved under the standard stated in the filing — “Abstentions from voting will have the same effect as a vote against this proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 60 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $45,194 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michael A. KlonneIndependent · Audit (Chair) · Nominating and Corporate Governance | $77,500 | $80,000 | — | — | — | $157,500 |
| John F. NorthIndependent · Audit · Compensation (Chair) | 72,500 | 80,000 | — | — | — | 152,500 |
| Stacy L. BogartIndependent · Compensation · Nominating and Corporate Governance (Chair) | 70,000 | 80,000 | — | — | — | 150,000 |
| Richard K. CrumlyIndependent · Audit · Compensation · Nominating and Corporate Governance | 60,000 | 80,000 | — | — | — | 140,000 |
| Ryan L. PapeEmployee director · Board Chair | — | — | — | — | — | 0 |
| Mark A. ThorntonIndependent · Newly elected | — | — | — | — | — | — |
| Annual cash retainer | $60,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 17,500 / 12,500 / 10,000 |
| Stock ownership guideline | $3 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $280,000 |
| Equity awards (grant-date value) | $320,000 |
| All other compensation | $0 |
| Total cost of the board | $600,000 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies XPEL Inc names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including XPEL Inc.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | e.l.f. Beauty, Inc. | 2026 | Tarang Amin | $475,000 | $7,399,867 | $0 | $950,000 | $8,834,367 |
| 2 | Fox Factory Holding Corp. | 2025 | Michael Dennison | 1,029,192 | 6,687,528 | 0 | 0 | 8,234,801 |
| 3 | YETI Holdings, Inc. | 2025 | Matthew Reintjes | 1,057,308 | 5,500,187 | 0 | 1,126,033 | 7,697,528 |
| 4 | Dorman Products, Inc. | 2025 | Kevin Olsen | 970,192 | 4,206,024 | 0 | 1,522,950 | 6,745,783 |
| 5 | Honest Company Inc. | 2025 | Carla Vernón | 773,462 | 3,139,166 | 0 | 219,800 | 4,145,946 |
| 6 | XPEL Inc | 2025 | Ryan Pape | 562,000 | 1,500,000 | 0 | 629,721 | 2,691,721 |
| — | Mister Car Wash, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | GrowGeneration Corp. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| XPEL Inc | not disclosed | RSU 50 · PSU 50 | not disclosed | FW Cook |
| Dorman Products, Inc. | 142% | RSU 50 · PSU 50 | No | Meridian Compensation Partners, LLC |
| e.l.f. Beauty, Inc. | 200% | PSU 50 · RSU 50 | No | Aon (Aon's Human Capital Solutions practice, a division of Aon plc.) |
| Fox Factory Holding Corp. | not disclosed | RSU 50 · PSU 50 | not disclosed | Pay Governance |
| GrowGeneration Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Honest Company Inc. | 28% | RSU 100 | not disclosed | Semler Brossy |
| Mister Car Wash, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| YETI Holdings, Inc. | 71.0% | PBRSU 75 · RSU 25 | Yes — Relative Total Stockholder Return (TSR) | FW Cook |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Ryan Pape | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Summary Compensation Table” · page 23. As printed: 2,691,721. Filing ↗machine: r2 · c42 · span 352178–352187 |
| 2 | Section 01, Barry Wood | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Summary Compensation Table” · page 23. As printed: 1,040,888. Filing ↗machine: r7 · c42 · span 362492–362501 |
| 3 | Section 03, Ryan Pape PSU | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 4 | Section 03, Barry Wood PSU | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 07, pay ratio | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “CEO Pay Ratio”. As printed: 60 : 1. Filing ↗ |
| 6 | Section 08, Michael A. Klonne | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Director Compensation”. As printed: 157,500. Filing ↗machine: span 452635–452642 |
| 7 | Section 08, John F. North | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Director Compensation”. As printed: 152,500. Filing ↗machine: span 453616–453623 |
| 8 | Section 08, Stacy L. Bogart | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Director Compensation”. As printed: 150,000. Filing ↗machine: span 450667–450674 |
| 9 | Section 08, Richard K. Crumly | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Director Compensation”. As printed: 140,000. Filing ↗machine: span 451651–451658 |
| 10 | Section 08, Ryan L. Pape | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Mark A. Thornton | DEF 14A | 2026-04-30 | 0001767258-26-000020 | Section “Director Compensation”. As printed: —. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-06-15 | 0001767258-26-000050 | Item 5.07 · say-on-pay result. As reported: 98.71% (votes for as printed: 18,014,540). Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-06-09 | 0001628280-25-030200 | Item 5.07 · say-on-pay result. As reported: 98.29% (votes for as printed: 17,185,853). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-06-05 | 0001628280-24-026856 | Item 5.07 · say-on-pay result. As reported: 97.38% (votes for as printed: 17,438,321). Filing ↗ |
| 15 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 16 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 17 | Section 09b board cost (computed) | Computed | — | computed | Cash 280,000 + equity 320,000 + all other 0 = 600,000, summed across the director compensation table rows.machine: formula: Σ = 600,000 |
| 18 | e.l.f. Beauty, Inc., Section 10b CEO total | DEF 14A | 2026-07-08 | 0001600033-26-000030 | CEO total compensation as printed in e.l.f. Beauty, Inc.'s own proxy. As printed: 8,834,367. Filing ↗machine: r2 · c36 · span 1742102–1742112 |
| 19 | Fox Factory Holding Corp., Section 10b CEO total | DEF 14A | 2026-03-25 | 0001424929-26-000018 | CEO total compensation as printed in Fox Factory Holding Corp.'s own proxy. As printed: 8,234,801. Filing ↗ |
| 20 | YETI Holdings, Inc., Section 10b CEO total | DEF 14A | 2026-03-26 | 0001140361-26-011375 | CEO total compensation as printed in YETI Holdings, Inc.'s own proxy. As printed: 7,697,528. Filing ↗machine: r2 · c22 · span 1046975–1046984 |
| 21 | Dorman Products, Inc., Section 10b CEO total | DEF 14A | 2026-04-06 | 0001140361-26-013339 | CEO total compensation as printed in Dorman Products, Inc.'s own proxy. As printed: 6,745,783. Filing ↗machine: r2 · c25 · span 1163874–1163883 |
| 22 | Honest Company Inc., Section 10b CEO total | DEF 14A | 2026-04-09 | 0001628280-26-024452 | CEO total compensation as printed in Honest Company Inc.'s own proxy. As printed: 4,145,946. Filing ↗machine: r2 · c21 · span 294221–294230 |
| 23 | XPEL Inc (subject), Section 10b CEO total | DEF 14A | 2026-04-30 | 0001767258-26-000020 | CEO total compensation as printed in XPEL Inc's own proxy. As printed: 2,691,721. Filing ↗machine: r2 · c42 · span 352178–352187 |
| 24 | Section 10a, e.l.f. Beauty, Inc. reciprocity | DEF 14A | — | 0001600033-26-000030 | e.l.f. Beauty, Inc.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗ |
| 25 | Section 10a, YETI Holdings, Inc. reciprocity | DEF 14A | — | 0001140361-26-011375 | YETI Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗ |
| 26 | Section 10a, Dorman Products, Inc. reciprocity | DEF 14A | — | 0001140361-26-013339 | Dorman Products, Inc.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗ |
| 27 | Section 10a, Fox Factory Holding Corp. reciprocity | DEF 14A | — | 0001424929-26-000018 | Fox Factory Holding Corp.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗ |