Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-08

XPEL Inc (XPEL)

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.

$2,691,721
Ryan Pape total, FY2025
1st
CEO pay percentile vs peers
60:1
CEO-to-median pay ratio
98.71%
Say-on-pay support, latest vote
Companies that benchmark against XPEL
1 company names XPEL as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Wood395,0000400,0000245,888001,040,888
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Ryan Pape$2,691,721$2,214,766$2,044,672+476,955
Barry Wood1,040,888848,685902,767+192,203

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Ryan PapePSU2025-03-0111,21722,43444,868$1,500,000
Barry WoodPSU2025-03-012,9915,98211,963400,000
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Ryan Pape$0$1,500,000$0100.0%
Barry Wood0400,0000100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Ryan PapePSU44,660$2,228,978
Ryan PapeRSU39,8521,989,010
Barry WoodPSU12,334615,572
Barry WoodRSU10,572527,631
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantFW Cook
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-1018,014,540234,9186,83998.71%Passed
20252025-06-0417,185,853298,61247,16998.29%Passed
20242024-06-0517,438,321430,36938,92697.38%Passed
20232023-05-2416,683,855495,9623,59497.09%Passed
20222022-05-1817,377,104427,59613,53197.52%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-1098.71%a
20252025-06-0498.29%b
20242024-06-0597.38%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.

07

CEO pay ratio

Ratio (CEO : median employee)60 : 1
CEO total compensation
Median employee compensation$45,194
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Michael A. KlonneIndependent · Audit (Chair) · Nominating and Corporate Governance$77,500$80,000$157,500
John F. NorthIndependent · Audit · Compensation (Chair)72,50080,000152,500
Stacy L. BogartIndependent · Compensation · Nominating and Corporate Governance (Chair)70,00080,000150,000
Richard K. CrumlyIndependent · Audit · Compensation · Nominating and Corporate Governance60,00080,000140,000
Ryan L. PapeEmployee director · Board Chair0
Mark A. ThorntonIndependent · Newly elected
09

Board fee structure and ownership guideline

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
09b

Total cost of the board

ComponentFY2025
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.

10

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

10a

Peer reciprocity

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.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1e.l.f. Beauty, Inc.2026Tarang Amin$475,000$7,399,867$0$950,000$8,834,367
2Fox Factory Holding Corp.2025Michael Dennison1,029,1926,687,528008,234,801
3YETI Holdings, Inc.2025Matthew Reintjes1,057,3085,500,18701,126,0337,697,528
4Dorman Products, Inc.2025Kevin Olsen970,1924,206,02401,522,9506,745,783
5Honest Company Inc.2025Carla Vernón773,4623,139,1660219,8004,145,946
6XPEL Inc2025Ryan Pape562,0001,500,0000629,7212,691,721
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.

10c

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
XPEL Incnot disclosedRSU 50 · PSU 50not disclosedFW Cook
Dorman Products, Inc.142%RSU 50 · PSU 50NoMeridian Compensation Partners, LLC
e.l.f. Beauty, Inc.200%PSU 50 · RSU 50NoAon (Aon's Human Capital Solutions practice, a division of Aon plc.)
Fox Factory Holding Corp.not disclosedRSU 50 · PSU 50not disclosedPay Governance
GrowGeneration Corp.not disclosednot disclosednot disclosednot disclosed
Honest Company Inc.28%RSU 100not disclosedSemler Brossy
Mister Car Wash, Inc.not disclosednot disclosednot disclosednot disclosed
YETI Holdings, Inc.71.0%PBRSU 75 · RSU 25Yes — 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Ryan PapeDEF 14A2026-04-300001767258-26-000020Section “Summary Compensation Table” · page 23. As printed: 2,691,721. Filing ↗machine: r2 · c42 · span 352178–352187
2Section 01, Barry WoodDEF 14A2026-04-300001767258-26-000020Section “Summary Compensation Table” · page 23. As printed: 1,040,888. Filing ↗machine: r7 · c42 · span 362492–362501
3Section 03, Ryan Pape PSUDEF 14A2026-04-300001767258-26-000020Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
4Section 03, Barry Wood PSUDEF 14A2026-04-300001767258-26-000020Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗
5Section 07, pay ratioDEF 14A2026-04-300001767258-26-000020Section “CEO Pay Ratio”. As printed: 60 : 1. Filing ↗
6Section 08, Michael A. KlonneDEF 14A2026-04-300001767258-26-000020Section “Director Compensation”. As printed: 157,500. Filing ↗machine: span 452635–452642
7Section 08, John F. NorthDEF 14A2026-04-300001767258-26-000020Section “Director Compensation”. As printed: 152,500. Filing ↗machine: span 453616–453623
8Section 08, Stacy L. BogartDEF 14A2026-04-300001767258-26-000020Section “Director Compensation”. As printed: 150,000. Filing ↗machine: span 450667–450674
9Section 08, Richard K. CrumlyDEF 14A2026-04-300001767258-26-000020Section “Director Compensation”. As printed: 140,000. Filing ↗machine: span 451651–451658
10Section 08, Ryan L. PapeDEF 14A2026-04-300001767258-26-000020Section “Director Compensation”. As printed: 0. Filing ↗
11Section 08, Mark A. ThorntonDEF 14A2026-04-300001767258-26-000020Section “Director Compensation”. As printed: —. Filing ↗
12Section 06, 2026 voteForm 8-K2026-06-150001767258-26-000050Item 5.07 · say-on-pay result. As reported: 98.71% (votes for as printed: 18,014,540). Filing ↗
13Section 06, 2025 voteForm 8-K2025-06-090001628280-25-030200Item 5.07 · say-on-pay result. As reported: 98.29% (votes for as printed: 17,185,853). Filing ↗
14Section 06, 2024 voteForm 8-K2024-06-050001628280-24-026856Item 5.07 · say-on-pay result. As reported: 97.38% (votes for as printed: 17,438,321). Filing ↗
15Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
17Section 09b board cost (computed)ComputedcomputedCash 280,000 + equity 320,000 + all other 0 = 600,000, summed across the director compensation table rows.machine: formula: Σ = 600,000
18e.l.f. Beauty, Inc., Section 10b CEO totalDEF 14A2026-07-080001600033-26-000030CEO 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
19Fox Factory Holding Corp., Section 10b CEO totalDEF 14A2026-03-250001424929-26-000018CEO total compensation as printed in Fox Factory Holding Corp.'s own proxy. As printed: 8,234,801. Filing ↗
20YETI Holdings, Inc., Section 10b CEO totalDEF 14A2026-03-260001140361-26-011375CEO total compensation as printed in YETI Holdings, Inc.'s own proxy. As printed: 7,697,528. Filing ↗machine: r2 · c22 · span 1046975–1046984
21Dorman Products, Inc., Section 10b CEO totalDEF 14A2026-04-060001140361-26-013339CEO total compensation as printed in Dorman Products, Inc.'s own proxy. As printed: 6,745,783. Filing ↗machine: r2 · c25 · span 1163874–1163883
22Honest Company Inc., Section 10b CEO totalDEF 14A2026-04-090001628280-26-024452CEO total compensation as printed in Honest Company Inc.'s own proxy. As printed: 4,145,946. Filing ↗machine: r2 · c21 · span 294221–294230
23XPEL Inc (subject), Section 10b CEO totalDEF 14A2026-04-300001767258-26-000020CEO total compensation as printed in XPEL Inc's own proxy. As printed: 2,691,721. Filing ↗machine: r2 · c42 · span 352178–352187
24Section 10a, e.l.f. Beauty, Inc. reciprocityDEF 14A0001600033-26-000030e.l.f. Beauty, Inc.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗
25Section 10a, YETI Holdings, Inc. reciprocityDEF 14A0001140361-26-011375YETI Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗
26Section 10a, Dorman Products, Inc. reciprocityDEF 14A0001140361-26-013339Dorman Products, Inc.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗
27Section 10a, Fox Factory Holding Corp. reciprocityDEF 14A0001424929-26-000018Fox Factory Holding Corp.'s most recent proxy was read; its disclosed peer group does not include XPEL Inc. Filing ↗