XPEL adds Mark Thornton to board of directors

XPEL, Inc. has appointed Mark Thornton to its Board of Directors effective April 23, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

XPEL, Inc. has appointed Mark Thornton to its Board of Directors effective April 23, 2026. Under the company’s bylaws, he will serve until the Annual Meeting of Stockholders scheduled for June 10, 2026, and he will also sit on the Compensation and Nominating and Corporate Governance Committees.

Thornton, age 51, brings more than 28 years of experience at The Procter & Gamble Company, including leadership roles in China, Europe, and the United States. He currently serves as Vice President for global quality assurance across several major P&G brands in baby, feminine, and family care, with a background in innovation, strategy, product development, consumer research, and materials science. As a non-employee director, he will receive the standard annual cash retainer of $60,000, prorated for 2026, which he may elect to receive in XPEL common stock, and he will be covered by the company’s standard director indemnification insurance.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Director age: 51 years Professional experience: More than 28 years Annual director retainer: $60,000 +1 more

4 metrics

Director age 51 years Age of Mark Thornton at time of appointment

Professional experience More than 28 years Experience with The Procter & Gamble Company

Annual director retainer $60,000 Non-employee director cash retainer, prorated for 2026

Annual meeting date June 10, 2026 End of current board term under this appointment

Key Terms

Emerging growth company, Compensation Committee, Nominating and Corporate Governance Committees, indemnification insurance, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Compensation Committee financial

"Mr. Thornton has also been appointed to the Compensation and Nominating"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Nominating and Corporate Governance Committees regulatory

"Compensation and Nominating and Corporate Governance Committees."

indemnification insurance regulatory

"Mr. Thornton will be covered by the Company’s standard director indemnification insurance"

annual cash retainer financial

"consists of an annual cash retainer of $60,000, prorated for 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who did XPEL (XPEL) add to its Board of Directors?

XPEL added Mark Thornton to its Board of Directors. He brings over 28 years of experience at The Procter & Gamble Company, including international leadership roles in China, Europe, and the United States, focused on innovation, strategy, and product development.

How long will Mark Thornton serve on the XPEL (XPEL) board under this appointment?

Mark Thornton will serve as a director until XPEL’s Annual Meeting of Stockholders on June 10, 2026. His future service beyond that date would depend on stockholder actions at the meeting and any subsequent board decisions regarding director terms.

What board committees will Mark Thornton join at XPEL (XPEL)?

Mark Thornton will serve on XPEL’s Compensation Committee and its Nominating and Corporate Governance Committee. These committees oversee executive pay programs and board composition, which can influence governance practices and leadership structure at the company.

What is Mark Thornton’s professional background relevant to XPEL (XPEL)?

Mark Thornton has more than 28 years at The Procter & Gamble Company, working in China, Europe, and the United States. He currently leads global quality assurance for major brands in baby, feminine, and family care, with expertise in innovation and materials science.

How will XPEL (XPEL) compensate Mark Thornton as a non-employee director?

XPEL will pay Mark Thornton an annual cash retainer of $60,000, prorated for 2026 from his appointment date. At his option, this retainer may be paid in shares of XPEL common stock, and he will be covered by the company’s standard director indemnification insurance.

When was Mark Thornton appointed to the XPEL (XPEL) board?

Mark Thornton was appointed to the XPEL Board of Directors on April 23, 2026. His appointment follows the company’s Amended and Restated Bylaws and runs through the Annual Meeting of Stockholders scheduled for June 10, 2026.

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Accepted by SEC EDGAR 04/29/2026 - 04:46 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 23, 2026

Date of Report (date of earliest event reported)

XPEL, INC.

(Exact name of registrant as specified in its charter)


Nevada	001-38858		20-1117381
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)

711 Broadway, Suite 320		78215
San Antonio	Texas
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (210) 678-3700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	XPEL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2026, the Board of Directors of XPEL, Inc. (the “Company) appointed Mark Thornton to the Board of Directors of the Company. In accordance with the Company’s Amended and Restated Bylaws, Mr. Thornton will serve as a director until the Company’s Annual Meeting of Stockholders to be held on June 10, 2026 (the “Annual Meeting”). Mr. Thornton has also been appointed to the Compensation and Nominating and Corporate Governance Committees.

Mr. Thornton, age 51, has more than 28 years of experience with The Procter & Gamble Company. For nearly half that time, he has worked internationally, including in three critical growth markets: China, Europe, and the United States. Mr. Thornton currently serves as Vice President, Global Baby Care (Pampers®, Luvs®), Feminine Care (Always®, Tampax®), and Family Care (Charmin®, Bounty®) Quality Assurance. Mr. Thornton specializes in innovation, strategy, product development, consumer research, and materials science. Earlier in his career, Mr. Thornton led P&G’s largest brand, Pampers, across the Asia-Pacific region, where he helped build the China business from the ground up. In his role, Mr. Thornton has established local manufacturing capabilities, launched a new product portfolio, and drove competitive gains that returned the business to growth in one of the world’s most challenging consumer markets.

Mr. Thornton will be covered by the Company’s standard director indemnification insurance and will receive compensation as a non-employee director in accordance with the compensation program for non-employee directors approved by the Compensation Committee that consists of an annual cash retainer of $60,000, prorated for 2026 from the effective date of his appointment which, at his option, may be paid in shares of the Company’s common stock.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			XPEL, Inc.

Dated: April 28, 2026			By: /s/ Barry R. Wood
			Barry R. Wood
			Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents