DEF 14A of Impinj Inc
Filed Apr 23, 2025 · FY20240000950170-25-057451
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors currently comprises seven members. Five of our directors are independent within the meaning of the independent director guidelines of The Nasdaq Global Select Market (“Nasdaq”). Our amended and restated certificate of incorporation and Bylaws provide that the number of our directors shall be at least one and will be fixed by resolution of our board of directors. At the Annual Meeting, six directors will be elected for a one-year term and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. There are no family relationships among any of our directors or executive officers. The nominating and governance committee recommended all of the director nominees named in this proxy statement for reelection to our board of directors at the Annual Meeting. Cathal Phelan is not standing for reelection at the Annual Meeting. Mr. Phelan has been a valuable member of our board of directors since September 2019. Effective as of the end of Mr. Phelan’s current term as director at the annual meeting, the size of our board of directors will be reduced to six members. The following table sets forth the names and certain other information for each of the six nominees for election as a director as of April 16, 2025.
ELECTION OF DIRECTORS
| | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Nominees | | | | | | | Daniel Gibson(2)(3) | 44 | Director | 2018 | 2025 | 2026 | | Umesh Padval(1)(2) | 67 | Director | 2020 | 2025 | 2026 | | Steve Sanghi(1)(3) | 69 | Director and Chair | 2021 | 2025 | 2026 | | Meera Rao(1)(3) | 64 | Director | 2022 | 2025 | 2026 | | Chris Diorio, Ph.D. | 63 | Director, Chief Executive Officer and Vice Chair | 2000 | 2025 | 2026 | | Miron Washington(2) | 57 | Director | 2023 | 2025 | 2026 |
ELECTION OF DIRECTORS
—————————— (1) Member of the nominating and governance committee (2) Member of the compensation committee (3) Member of the audit and risk committee
Nominees for Director
Nominees for Director Chris Diorio, Ph.D., one of our co-founders, has served as a member of our board of directors since April 2000, as chief executive officer since November 2014 and as vice chair since September 2013. Previously, he served as our chief strategy and technology officer from September 2013 to November 2014, chief technology officer from November 2006 to September 2013, chair from April 2000 to January 2013, vice president of engineering from 2004 to 2006 and as a consultant to us from April 2000 to June 2004. In addition, he is an affiliate professor of computer science and engineering at the University of Washington, a former director and chair of the RAIN Alliance, a director of the GS1 Innovation Board and EPCglobal Board of Governors and a former director of Bluegiga Technologies Ltd. Dr. Diorio received a B.A. in physics from Occidental College and an M.S. and Ph.D. in electrical engineering from the California Institute of Technology. We believe Dr. Diorio’s perspective, experience and institutional knowledge as our co-founder, vice chair and chief executive officer qualify him to serve as director. Daniel Gibson is a founding partner and chief investment officer of Sylebra Capital. Sylebra Capital is a California-based investment manager, with offices in Hong Kong and Cayman Islands, focused on the technology, media and telecom industries globally. Prior to that, Mr. Gibson worked at Coatue Capital from 2008 to 2011 as a partner and analyst. From 2006 to 2008, he was an associate at Calera Capital, a private equity fund where he was based in Boston. He started his career with UBS Investment Bank in New York as a member of the media group. Mr. Gibson received his B.A. in economics from Amherst College. We believe Mr. Gibson’s financial and investment management expertise as well as extensive experience in the semiconductor and consumer industries qualify him to serve as a director. Umesh Padval has served as a member of our board of directors since November 2020. Mr. Padval is a managing director at Thomvest Ventures, a venture capital firm with which he has been associated since February 2016. Prior to joining Thomvest, Mr. Padval was a partner at Bessemer Venture Partners. Mr. Padval serves as a board member for Bolster, Inc., Qwiet AI (f/k/a ShiftLeft, Inc.), Relyance AI, StackGen, and Avalanche Technology. Mr. Padval received a B.Tech. in engineering from Indian Institute of Technology, Bombay, a M.S. in engineering from Pennsylvania State University, and a M.S. in engineering from Stanford University. We believe Mr. Padval’s experience as a venture capital investor, including his service on the board of directors of multiple private and public companies, his past experience as chief executive officer of C-Cube Microsystems, as well as his extensive experience in technology and engineering, qualifies him to serve as a director. Steve Sanghi has served as our chair since June 2022 and a member of our board of directors since March 2021. Mr. Sanghi has been executive chairman of Microchip Technology, Inc., or Microchip, a publicly listed semiconductor company, since March 2021. Mr. Sanghi has also served as Microchip’s chief executive officer and chairman from 1993 to March 2021 and as Microchip’s president and chief executive officer from 1991 to 1993. Mr. Sanghi recently rejoined Microchip as interim chief executive officer and president in November 2024 due to the sudden retirement of its chief executive officer and president. Prior to joining Microchip, Mr. Sanghi held management positions at Waferscale Integration, Inc. and Intel Corporation. He is also a former director of Mellanox Inc., Hittite Microwave, and Myomo Inc. Mr. Sanghi received a B.S. in Science, Electronics and Communication from Punjab University and a M.S. in Electrical and Computer Engineering at the University of Massachusetts. We believe Mr. Sanghi’s extensive management experience at a publicly listed semiconductor company qualifies him to serve as a director. Meera Rao has served as a member of our board of directors since February 2022. Ms. Rao has held several senior executive positions, most recently from January 2011 to March 2016 as Chief Financial Officer at Monolithic Power Systems, a leading company in high-performance analog solutions, and as Vice President of Finance from January 2009 to December 2010. Prior to Monolithic Power Systems, Ms. Rao has held various executive roles at leading technology companies, including Integration Associates Inc. from 2004 to 2006, Atrica from 2002 to 2003, Raza Foundries from 2000 to 2002, NVIDIA February 1998 to May 1999 and AMD from 1988 to 1998. Ms. Rao is also a director for Rambus, an industry-leading chip manufacturer, since August 2019 and currently serves as the chair of the Audit Committee and a member of the Cyber Risk Committee. Ms. Rao is a certified public accountant (inactive status) and holds a master’s degree in business administration from the University of Rochester in New York. We believe Ms. Rao is qualified to serve as a director because of her extensive executive and financial experience and her familiarity with the semiconductor industry. Miron Washington has served as a member of our board of directors since March 2023. Mr. Washington has served as the Chief Digital Officer at Parts Town, a commercial OEM replacement parts manufacturing company, since November 2022. Prior to joining Parts Town, Mr. Washington served as Vice President, Customer Experience at Home Depot from May 2019 to November 2022. Prior to joining Home Depot, Mr. Washington served as a Senior Vice President, Digital Commerce/Product Management at Monotype Imaging, a digital typesetting and typeface design company, from September 2017 to May 2019. Mr. Washington has also held senior leadership positions at Amazon, Staples, and Hewlett-Packard. Mr. Washington has served on many non-profit boards and currently serves on two advisory boards. Mr. Washington holds a bachelor’s degree in Accounting from the Leavy School of Business at Santa Clara University and an MST from Oregon Health & Science University (OGI Campus). Mr. Washington has also completed the Black Corporate Board Readiness program at Santa Clara University. We believe Mr. Washington is qualified to serve as director because of his broad expertise in business digitization and transformation, retail and supply-chain operations.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees The nominating and governance committee considers various factors in identifying and evaluating candidates for director roles. The nominating and governance committee considers the current size and composition of the board of directors and the board’s and its committees’ needs. Some of the qualifications that the nominating and governance committee considers include, without limitation, a candidate’s character, integrity, judgment, diversity, age, independence, skills, education, expertise, business experience and acumen, length of service, understanding of our business, and their other commitments. There are no stated minimum criteria for director nominees. The board of directors also believes that the board should be a diverse body. In evaluating candidates for director nominations, the nominating and governance committee considers all aspects of each candidate’s qualifications and competencies in light of our needs, with a view towards creating a board of directors with diverse experiences and perspectives, including diversity with respect to race, gender, geography and areas of expertise. As stated in our corporate governance guidelines, the nominating and governance committee includes, and has any search firm that it engages include, highly qualified women and minority candidates in the pool from which director nominees are selected.
Director Compensation
Director Compensation The following table sets forth information concerning compensation paid or accrued for services rendered to us by board members for the year ended December 31, 2024. The table excludes Dr. Diorio, our co-founder, vice-chair, chief executive officer and director, and Mr. Phelan, our chief innovation officer and director. Neither Dr. Diorio nor Mr. Phelan received any compensation in their role as a director for the year ended December 31, 2024.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Daniel Gibson(3) | 72,500 | 298,344 | 370,844 | | Umesh Padval(4) | 77,500 | 298,344 | 375,844 | | Steve Sanghi(5) | 101,264 | 328,162 | 429,426 | | Meera Rao(6) | 85,000 | 298,344 | 383,344 | | Miron Washington(7) | 60,000 | 298,344 | 358,344 |
2024 Director Compensation Table
(1) Includes an annual retainer fee and a committee fee or chairperson fee, as applicable, earned quarterly. (2) Represents the aggregate grant-date fair value of stock awards granted in 2024. We have computed these amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), Topic 718. For a discussion of valuation assumptions, see the subsection entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Significant Estimates —Stock-Based Compensation” included in our annual report on Form 10-K for the year ended December 31, 2024. (3) As of December 31, 2024, Mr. Gibson held restricted stock units for the settlement of 1,811 shares of common stock, of which no shares were vested as of such date. (4) As of December 31, 2024, Mr. Padval held restricted stock units for the settlement of 1,811 shares of common stock, of which no shares were vested as of such date. (5) As of December 31, 2024, Mr. Sanghi held restricted stock units for the settlement of 1,992 shares of common stock, of which no shares were vested as of such date. (6) As of December 31, 2024, Ms. Rao held restricted stock units for the settlement of 1,811 shares of common stock, of which no shares were vested as of such date. (7) As of December 31, 2024, Mr. Washington held restricted stock units for the settlement of 1,811 shares of common stock, of which no shares were vested as of such date.
Outside Director Compensation Policy
Outside Director Compensation Policy Our outside director compensation policy is administered by our board of directors, with recommendations provided by its compensation committee. We offer cash and stock-based compensation to attract and retain qualified outside candidates to serve on our board of directors. Our board of directors, in conjunction with its compensation committee, periodically reviews the type and form of compensation paid to our outside directors to assess the competitiveness of our outside director compensation program is competitive and provides compensation that is appropriate for retaining and attracting qualified directors. Our board of directors also engages Compensia, a national executive compensation consulting firm, as an external advisor to review and recommend changes to the compensation paid to our outside directors. Any changes in compensation are ratified by the board of directors. We amended our outside director compensation policy to update the cash compensation and the value of the equity compensation payable to our outside directors, effective March 31, 2024. The table below summarizes the cash amounts payable to our directors, on an annualized basis, under our outside director compensation policy, both before and after the effectiveness of such amendments:
Outside Director Compensation Policy
| | From April 2, 2023 and prior to March 31, 2024 | From and after March 31, 2024 | | | Amount ($) | | | Board of Directors: | | | | All Members | 50,000 | 50,000 | | Chair | 25,000 | 25,000 | | Audit and Risk Committee: | | | | Member | 12,500 | 12,500 | | Chair | 25,000 | 25,000 | | Compensation Committee: | | | | Member | 10,000 | 10,000 | | Chair | 17,500 | 17,500 | | Nominating and Governance Committee: | | | | Member | 10,000 | 10,000 | | Chair | 10,000 | 15,000 |
Outside Director Compensation Policy
All cash payments to outside directors are paid quarterly in arrears on a pro-rated basis. Our outside director compensation policy also provides for the following equity compensation to our outside directors, subject to any limits in our 2016 Equity Incentive Plan (the “2016 Plan”): • on the first day a person becomes an outside director (other than by appointment on the date of each annual stockholder meeting), they will be granted a restricted stock unit award equal to (1) the initial award value (as shown in the table below) multiplied by a fraction (a) the numerator of which is (x) 12 minus (y) the number of months between the date of the last annual meeting of stockholders and the date the individual became an outside director and (b) the denominator of which is 12; divided by (2) the per share value (as defined below), which award is referred to in this proxy statement as an initial award; • on the date of each annual meeting of our stockholders, each outside director will be granted a restricted stock unit award equal to (1) the annual award value (as shown in the table below) divided by (2) the per share value, which award is referred to in this proxy statement as an annual award; and • on the date of each annual meeting of our stockholders, an outside director who is serving as chair of the board of directors and is eligible for an annual award will be granted, in addition to an annual award, a restricted stock unit award equal to (1) the annual chair award value (as shown in the table below) divided by (2) the per share value, which is referred to in this proxy statement as a board-chair annual award, and an outside director who is serving or is appointed as chair of the board of directors and is eligible for an initial award will be granted, in addition to the initial award, a board-chair annual award pro-rated in the same manner as an initial award. As noted above, our outside director compensation policy was amended effective March 31, 2024 to update the value of the equity compensation payable to our directors. The table below summarizes the value of the equity awards issuable under our outside director compensation policy, both before and after the effectiveness of such amendment:
Outside Director Compensation Policy
| | From April 2, 2023 and prior to March 31, 2024 | From and after March 31, 2024 | | | Amount ($) | | | Initial award value | 200,000 | 250,000 | | Annual award value | 200,000 | 250,000 | | Annual chair award value | 25,000 | 25,000 |
Outside Director Compensation Policy
Each initial, annual or board chair annual award described above, referred to in this proxy statement as an outside director award, vests upon the earlier of (i) the one-year anniversary of the date such award was granted and (ii) the date of the next annual meeting following the grant date, in each case, subject to the director’s continuing to be a service provider; however, in the event of a Change in Control (as defined in the 2016 Plan), all outside director awards shall vest in full. As used above, “per share value” generally means the average trading price for a share of our common stock over the period beginning on the date that is 10 trading days prior to our announcement of quarterly earnings for the fiscal quarter immediately prior to the grant date of an award, and ending on the date that is 9 trading days after the earnings announcement. Outside directors may be permitted to defer the settlement of an outside director award subject to the terms of our outside director compensation policy. The 2016 Plan provides that in any given year, an outside director may not receive equity awards having a grant date fair value greater than $500,000, as determined under GAAP. This maximum limit does not reflect the intended size of any potential grants or a commitment to make grants in the future. Outside directors may not sell, pledge, assign, hypothecate, transfer or dispose of in any manner other than by will or by the laws of descent or distribution, shares of our common stock received in an outside director award while the outside director continues to serve as a director, other than in order to pay for any tax obligations arising from the vesting and/or settlement of such award. We also reimburse our outside directors for reasonable, customary and documented travel expenses incurred in connection with attending board of directors and committee meetings.
Elements of Our Named Executive Officers’ Compensation
| Element | Description | Objective | | Base salary | Cash payment at regular intervals | • Provide a guaranteed level of income | | Annual bonus | Annual cash payments earned based on our achievement of revenue and adjusted EBITDA metrics | • Provide the opportunity to earn additional compensation by achieving certain annual company goals | | Restricted stock unit (“RSU”) awards | RSU grants that vest into shares of our common stock typically over four years, subject to vesting conditions, including continued service to us | • Align officers’ and stockholders’ interests by rewarding the creation of long-term stockholder value • Long-term retention through use of a multi-year vesting schedule | | PSU awards | PSU grants that vest and settle in shares of our common stock (for 2024, at the end of three years) based on our achievement of TSR as compared to the S&P Semiconductor Select Industry Index over the measurement period | • Incentivize long-term company achievements • Align officers’ and stockholders’ interests by rewarding the creation of long-term stockholder value |
Elements of Our Named Executive Officers’ Compensation
| Named Executive Officer | Percentage of 2023 Base Salary | 2023 Bonus Plan Target Opportunity (Cash Amount at Target) | Percentage of 2024 Base Salary | 2024 Bonus Plan Target Opportunity (Cash Amount at Target) | | Chris Diorio | 125% | $525,000 | 125% | $543,750 | | Cary Baker | 75% | $281,250 | 75% | $292,500 | | Jeff Dossett | 100% | $335,000 | 100% | $347,500 | | Hussein Mecklai | 75% | $303,750 | 75% | $315,000 | | Cathal Phelan | 65% | $240,500 | 70% | $266,000 |
Elements of Our Named Executive Officers’ Compensation
| Performance Metric/Goal | Percentage | Minimum (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | Achievement (as a percentage of target) | | Revenue | 45% | $307.4 | $332.3 | $375.0 | 179.1% | | Adjusted EBITDA | 45% | $25.7 | $33.3 | $44.0 | 200.0% | | Board Discretion | 10% | - | - | - | 5% | | Total | 100% | - | - | - | 175.6% |
Elements of Our Named Executive Officers’ Compensation
Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, see Appendix A. Equity Compensation Starting in 2021, our compensation committee and board of directors eliminated stock options from the equity granted to our executive officers and instead introduced a PSU program. The compensation committee and board of directors made this change after reviewing equity grant practices at peer companies and in the broader technology company market, considering guidance from proxy advisory firms, and assessing the PSU program’s incentive and retentive value. For fiscal 2024, each executive officer received 50% of his target annual equity value in the form of RSUs and 50% in the form of PSUs, generally consistent with the mix of RSUs and PSUs among certain of our peer companies. The table below sets forth, for each named executive officer, the target number of PSUs, the number of RSUs, and the target equity value of all such awards granted in 2024. For more information on these equity grants, see the section entitled “Grants of Plan-Based Awards” below.
Elements of Our Named Executive Officers’ Compensation
| NEO | Target Number of PSUs | Number of RSUs | Target 2024 Equity Compensation | | Chris Diorio | 29,075 | 29,075 | $6,000,000 | | Cary Baker | 9,545 | 9,545 | $1,969,700 | | Jeff Dossett | 8,650 | 8,650 | $1,785,000 | | Hussein Mecklai | 10,589 | 10,589 | $2,185,100 | | Cathal Phelan | 8,466 | 8,466 | $1,747,000 |
Elements of Our Named Executive Officers’ Compensation
In sizing our named executive officers’ 2024 equity awards, our compensation committee considered the factors described under the section entitled “Considerations in Setting Executive Officer Compensation” above, including a peer group data assessment to gain an understanding of target equity compensation for our compensation peers’ executives. The compensation committee also sought to maintain the grant of a combination of RSUs and PSUs to balance the three considerations of driving strong shareholder returns, aligning our named executive officers’ interests with our stockholders’ interests, and retention. PSU awards. PSU awards measure our TSR relative to the S&P Semiconductor Select Industry Index (the “Index”). Beginning and ending TSRs for us and each company in the Index are calculated using a 30-day average of closing stock prices preceding the end of a performance period, as adjusted to reflect dividends reinvested on each ex-dividend date during the applicable 30-day period (or, in the case of the ending price, the full performance period). The number of units that are earned after each performance period is determined according to the following table, using linear interpolation to determine vesting between the given percentile ranks. The earned units vest on March 1st following the end of the applicable performance period, and subject to the named executive officer’s continued service with us through the applicable vesting date.
Elements of Our Named Executive Officers’ Compensation
| | Applicable Percentage of Target PSUs That Vest | | | Percentile rank | If our TSR is positive | If our TSR is negative | | Below 25th percentile | None | None | | 50th percentile | 100% | 100% | | 75th percentile and above for 2024 PSUs; 85th percentile and above for 2022 PSUs | 200% | 100% |
Elements of Our Named Executive Officers’ Compensation
If there is a “change in control” before the performance period ends, performance will be measured by comparing the share price for our company’s common stock in the change-in-control transaction to the TSR of the Index three days prior to the change in control, each as adjusted for dividends during the performance period. Any PSUs earned due to a change-in-control transaction will vest as follows: a pro-rata amount will vest upon the change in control based on the number of whole months the executive serves during the applicable performance period, with the remainder vesting quarterly through the original performance period. Such vesting is subject to the executive remaining a service provider through the vesting date, and to any vesting acceleration that might apply under the executive’s severance agreement. For more information, see the section entitled “Agreements with our Named Executive Officers” below. For the 2024 PSU awards, our relative TSR is measured over a three-year performance period, from January 1, 2024 through December 31, 2026. The number of units that are earned after the performance period is also determined in accordance with the table above, using linear interpolation to determine vesting between the given percentile ranks. The vesting is also the same as described above with respect to the 2022 PSU awards. For PSUs granted in 2022, half of the achieved PSUs granted vested based on our relative TSR over a two-year performance period (January 1, 2022 through December 31, 2023), and the other half vested based on a three-year performance period (January 1, 2022 through December 31, 2024). The table below sets forth, for each named executive officer, the total number of 2022 PSUs awarded (at target), of these the number of PSUs eligible to vest based on achievement during the performance period ending on December 31, 2024, and the payout percentage and the number of 2022 PSUs that vested in 2024 based on actual achievement of TSR at the 92nd percentile. Mr. Phelan was not an employee at the time PSUs were granted in 2022 and therefore was not eligible.
Elements of Our Named Executive Officers’ Compensation
| NEO | 2022 PSUs Awarded (target) | 2022 PSUs Eligible to Vest in 2024 (target) | Payout Percentage | PSUs Vested in 2024 | | Chris Diorio | 20,750 | 10,375 | 200% | 20,750 | | Cary Baker | 6,250 | 3,125 | 200% | 6,250 | | Jeff Dossett | 7,500 | 3,750 | 200% | 7,500 | | Hussein Mecklai | 12,500 | 6,250 | 200% | 12,500 |
Elements of Our Named Executive Officers’ Compensation
Mr. Dossett retired on February 21, 2025 and on February 24, 2025, we entered into a separation agreement and release (the “Separation Agreement”) with Mr. Dossett in connection with his retirement. Under the Separation Agreement, Mr. Dossett received continued payment of his base salary for a period of six months and a one-time reimbursement for up to six months of COBRA premiums to continue health insurance coverage for him and his eligible covered dependents. As consideration for the foregoing severance payments, Mr. Dossett agreed to release us from any and all claims, including those related to his employment or the termination thereof. Hussein Mecklai We entered in an employment agreement with Mr. Mecklai, dated November 13, 2018. The agreement has no specific term and reflects that Mr. Mecklai is an at-will employee. Under Mr. Mecklai’s employment agreement, if we terminate Mr. Mecklai’s employment for reasons other than for Cause (as defined in his employment agreement), death or Disability (as defined in his employment agreement) or Mr. Mecklai resigns for Good Reason (as defined in his employment agreement), then, subject to the execution and non-revocation of a release of claims in the form provided by us and compliance with the restrictive covenants set forth therein, Mr. Mecklai will be eligible to receive: • severance pay at a rate equal to his base salary rate then in effect for six months from the date of termination; • pro-rated portion of any earned annual target performance bonus; • reimbursement by us for up to six months of COBRA premiums for Mr. Mecklai and his eligible dependents, if Mr. Mecklai timely elects health insurance continuation through COBRA, or taxable monthly payments of an equivalent amount for six months following the termination date in lieu of COBRA premium reimbursements; and • accelerated vesting of 25% of then unvested portion of outstanding equity awards (100% if his termination occurs within 12 months following a Change of Control (as defined in his employment agreement) and extension of option exercise period for up to one (1) year following termination). Cathal Phelan We entered in an employment agreement with Mr. Phelan, dated December 29, 2022. The agreement has no specific term and reflects that Mr. Phelan is an at-will employee. Under Mr. Phelan’s employment agreement, if we terminate Mr. Phelan’s employment for reasons other than for Cause, Death or Disability (each as defined in his employment agreement), or if he resigns for Good Reason (as defined in his employment agreement), then, subject to the execution and non-revocation of a release of claims in the form provided by us and compliance with the restrictive covenants set forth therein, Mr. Phelan will be eligible to receive: pro-rated portion of any earned annual target performance bonus; • reimbursement by us for up to six months of COBRA premiums for Mr. Phelan and his eligible dependents, if Mr. Phelan timely elects health insurance continuation through COBRA, or taxable monthly payments of an equivalent amount for six months following the termination date in lieu of COBRA premium reimbursements; • accelerated vesting of 25% of then unvested portion of outstanding equity awards, or 100% acceleration if his termination occurs within 12 months following a Change of Control (as defined in his employment agreement); and • extension of the exercise period for outstanding vested stock options by up to one year following termination. For purposes of the agreements with our named executive officers, the following definitions generally apply: • “Cause” generally means the named executive officer’s: (1) conviction of a felony; (2) commission of any act of fraud with respect to us; (3) intentional misconduct that has a material adverse effect upon our business; (4) breach of any of his fiduciary obligations as our officer or of any contractual obligation that he has to us, in either case where the breach has a material adverse effect on our business; (5) willful misconduct or gross negligence in performance of his duties under the named executive officer’s employment agreement or amended and restated employment agreement (as applicable), including his refusal to comply in any material respect with the legal directives of the board of directors so long as such directives are not inconsistent with his position and duties; or (6) death or disability. However, prior to any termination of the named executive officer’s employment for Cause defined in clauses (3), (4) or (5) above, we shall give written notice to him of the actions or omissions deemed to constitute the Cause event, and if it is possible to cure the specified default, he shall have a period of not less than 30 days in which to cure the specified default in his performance. • “Good Reason” applied to Dr. Diorio generally means his resignation that is effective within two years following the expiration of our cure period (discussed below) following the occurrence of one or more of the following events without his consent: (1) a material reduction of his base salary; (2) the assignment to him of any duties, or the reduction of his duties, either of which results in a material diminution in his authority, duties or responsibilities with us in effect immediately prior to such assignment or reduction, or his removal from such position and responsibilities, unless he is provided with comparable authority, duties or responsibilities; provided that, neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control in terms of job duties, responsibilities and requirements shall constitute a material reduction in job responsibilities; or (3) a material change in the geographic location at which he must perform services (his relocation to a facility or a location less than 50 miles from his then-present location shall not be considered a material change in geographic location). Dr. Diorio cannot resign for “Good Reason” without first providing us with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than 30 days following the date of such notice. • “Good Reason” applied to Messrs. Baker, Dossett, Mecklai and Phelan generally means (or in the case of Mr. Dossett, meant) the named executive officer’s resignation that is effective within two years following the expiration of our cure period (discussed below) following the occurrence of one or more of the following events without his consent: (1) a material reduction of his base salary (the reduction of base salary by less than 10% from his then-present base salary level shall not be considered a material reduction); provided that, an across-the-board reduction in the salary level of all other senior executives by the same percentage amount as part of a general salary reduction shall not constitute such a material reduction; (2) the assignment to him of any duties, or the reduction of his duties, either of which results in a material diminution in his authority, duties or responsibilities with us in effect immediately prior to such assignment or reduction, or his removal from such position and responsibilities, unless he is provided with comparable authority, duties or responsibilities; provided that, neither a mere change in title alone nor reassignment following a Change of Control to a position that is substantially similar to the position held prior to the Change of Control in terms of job duties, responsibilities and requirements shall constitute a material reduction in job responsibilities; or
Summary Compensation Table
Summary Compensation Table The following table provides information regarding our named executive officers’ compensation during 2024, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($)(4) | | Chris Diorio, Ph.D. | 2024 | 432,923 | 3,250 | 9,785,191 | 954,825 | 13,447 | 11,189,636 | | Chief Executive Officer | 2023 | 415,001 | 1,750 | 6,364,870 | - | 14,651 | 6,796,272 | | | 2022 | 394,999 | 4,000 | 4,617,789 | 387,459 | 12,458 | 5,416,705 | | Cary Baker | 2024 | 387,403 | - | 3,212,370 | 513,630 | 11,009 | 4,124,412 | | Chief Financial Officer | 2023 | 371,251 | - | 2,491,661 | - | 13,274 | 2,876,186 | | | 2022 | 356,250 | - | 1,427,600 | 181,833 | 12,524 | 1,978,207 | | Jeff Dossett | 2024 | 345,424 | - | 2,911,158 | 610,210 | 7,875 | 3,874,667 | | Former Chief Revenue Officer | 2023 | 330,000 | - | 2,750,092 | - | 10,438 | 3,090,530 | | | 2022 | 311,250 | 1,462 | 1,728,179 | 244,125 | 7,487 | 2,292,503 | | Hussein Mecklai | 2024 | 417,520 | - | 3,563,728 | 553,140 | 10,503 | 4,544,891 | | Chief Operating Officer | 2023 | 401,250 | - | 2,750,092 | - | 3,503 | 3,154,845 | | | 2022 | 385,192 | - | 2,777,977 | 226,629 | 3,503 | 3,393,301 | | Cathal Phelan | 2024 | 378,693 | - | 2,849,232 | 467,096 | 15,308 | 3,710,329 | | Chief Innovation Officer | 2023 | 353,077 | - | 5,008,272 | - | 15,278 | 5,376,627 | | | 2022 | - | - | - | - | - | - |
Summary Compensation Table
(1) Effective as of March 31, 2024, the board of directors approved base salary adjustments for Dr. Diorio. Accordingly, Dr. Diorio’s salary for 2024 reflects the previously established salary level through March 30, 2024, and the new salary level from March 31, 2024 through December 31, 2024. (2) The dollar amounts in this column represent the aggregate grant-date fair value of restricted stock unit awards granted in 2024, 2023 and 2022, respectively, as determined in accordance with FASB ASC Topic 718. The grant-date fair value of restricted stock units subject to performance conditions, or PSUs, including those made under our 2022 Bonus Plan, on the application of a Monte Carlo simulation model to determine the probable outcomes of the market-based performance conditions. The grant date fair values of the PSUs do not correspond to the actual values that may be recognized by the holders of these awards, which may be higher or lower based on a number of factors, including our performance, the performance of certain companies included in the S&P Semiconductor Select Industry Index, and the satisfaction of applicable service-based vesting conditions. Assuming the highest level of performance is achieved under the applicable performance, respectively, the maximum possible value of the 2024 PSUs, 2023 PSUs and 2022 PSUs, respectively, using the grant-date fair value is (i) for Dr. Diorio, $12,164,980, $7,468,987 and $3,810,699, respectively, (ii) for Mr. Baker, $3,993,628, $2,923,891 and $1,221,199, respectively, (iii) for Mr. Dossett, $3,619,160, 3,227,152 and $1,495,557, respectively, (iv) for Mr. Mecklai, $4,430,438, 3,227,152 and $2,287,953, respectively, and (v) for Mr. Phelan, $3,542,174 and $2,521,451, respectively (2024 and 2023 only). For a discussion of valuation assumptions, see the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. (3) The dollar amounts in this column represent: in 2024: (i) for Dr. Diorio, $4,751 in company-paid life insurance premiums and $8,696 in company-paid matching 401(k) contributions; (ii) for Mr. Baker, $3,374 in company-paid life insurance premiums and $7,635 in company-paid matching 401(k) contributions; (iii) for Mr. Dossett, $4,943 in company-paid life insurance premiums and $2,932 in company-paid matching 401(k) contributions; (iv) for Mr. Mecklai $3,503 in company-paid life insurance premiums and $7,000 in company-paid matching 401(k) contributions; and (v) for Mr. Phelan, $6,562 in company-paid life insurance premiums and $8,746 in company-paid matching 401(k) contributions; in 2023: (i) for Dr. Diorio, $4,751 in company-paid life insurance premiums and $9,900 in company-paid matching 401(k) contributions; (ii) for Mr. Baker, $3,374 in company-paid life insurance premiums and $9,900 in company-paid matching 401(k) contributions; (iii) for Mr. Dossett, $4,943 in company-paid life insurance premiums and $5,495 in company-paid matching 401(k) contributions; (iv) for Mr. Mecklai $3,503 in company-paid life insurance premiums; and (v) for Mr. Phelan, $5,805 in company-paid life insurance premiums and $9,473 in company-paid matching 401(k) contributions; and in 2022: (i) for Dr. Diorio, $4,751 in company-paid life insurance premiums and $7,707 in company-paid matching 401(k) contributions; (ii) for Mr. Baker, $3,374 in company-paid life insurance premiums and $9,150 in company-paid matching 401(k) contributions; (iii) for Mr. Dossett, $4,943 in company-paid life insurance premiums and $2,544 in company-paid matching 401(k) contributions; and (iv) for Mr. Mecklai $3,503 in company-paid life insurance premiums. (4) The summary compensation table excludes the distribution of amounts invested by Dr. Diorio and Mr. Phelan in our 2016 Employee Stock Purchase Plan (“2016 ESPP”), as our 2016 ESPP does not discriminate in favor of our named executive officers and is generally available to all salaried employees.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth each equity- and non-equity plan-based award granted to our named executive officers during the year ended December 31, 2024.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payout Under Non-Equity Incentive Plan Award(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | Grant Date Fair Value of Stock Awards(3) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chris Diorio, Ph.D. | 3/23/2024 | 0 | 543,750 | 1,087,500 | -(4) | 29,075(4) | 58,150(4) | | $6,082,490 | | | 3/23/2024 | | | | - | | | 29,075 | $3,702,701 | | Cary Baker | 3/23/2024 | 0 | 292,500 | 585,000 | -(4) | 9,545(4) | 19,090(4) | | $1,996,814 | | | 3/23/2024 | | | | - | | | 9,545 | $1,215,556 | | Jeff Dossett | 3/23/2024 | 0 | 347,500 | 695,000 | -(4) | 8,650(4) | 17,300(4)(5) | | $1,101,578 | | | 3/23/2024 | | | | - | | | 8,650 | $1,809,580 | | Hussein Mecklai | 3/23/2024 | 0 | 315,000 | 630,000 | -(4) | 10,589(4) | 21,178(4) | | $1,348,509 | | | 3/23/2024 | | | | - | | | 10,589 | $2,215,219 | | Cathal Phelan | 3/23/2024 | 0 | 266,000 | 532,000 | -(4) | 8,466(4) | 16,932(4) | - | $1,771,087 | | | 3/23/2024 | | | | - | | | 8,466 | $1,078,145 |
Grants of Plan-Based Awards
(1) Non-equity incentive plan awards represent the 2024 Bonus Plan opportunity for each named executive officer as discussed above in the “Executive Compensation—Elements of Our Named Executive Officers’ Compensation—2024 Bonus Plan.” (2) The amounts in these columns represent service-based restricted stock units and are described in further detail above in the Compensation Discussion and Analysis and below in the “Outstanding Equity Awards at Fiscal Year End” table. The dollar amounts in this column reflect the aggregate grant date fair value of the awards granted in fiscal year 2024. These amounts have been computed in accordance with FASB ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assuming the highest level of performance is achieved under the applicable performance, respectively, the maximum possible value of the 2024 PSUs using the grant-date fair value is (i) for Dr. Diorio, $12,164,980, (ii) for Mr. Baker, $3,993,628, (iii) for Mr. Dossett, $3,619,160, (iv) for Mr. Mecklai, $4,430,438, and (v) for Mr. Phelan, $3,542,174. For a discussion of valuation assumptions, see the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. The amounts in these columns represent the number of PSUs that may vest if performance goals are achieved over the 2024-2026 performance period at the stated levels. There is no minimum threshold level applicable to these awards. For more information, see the section entitled “Executive Compensation—Elements of Our Named Executive Officers’ Compensation—Equity Compensation.”
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information exercises of equity awards by our named executive officers for the year ended December 31, 2024.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Chris Diorio, Ph.D. | 191,661 | 27,564,648 | 75,751 | 9,319,168 | | Cary Baker | 45,000 | 5,233,961 | 27,916 | 3,381,570 | | Jeff Dossett | 65,000 | 8,894,587 | 32,051 | 3,982,930 | | Hussein Mecklai | 45,000 | 5,070,041 | 35,327 | 4,377,777 | | Cathal Phelan | 10,000 | 804,489 | 12,516 | 1,680,358 |
Option Exercises and Stock Vested
(1) The amounts represent the number of shares acquired at the closing price on the exercise date or lapse date. If the lapse date falls on a non-trading day, the closing price on the prior trading day is used to determine the realized value on vesting.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents information concerning equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Chris Diorio, Ph.D. | 08/11/2017 | 47,039(1) | — | $33.77 | 08/11/2027 | | | | | | | 06/15/2018 | 40,536(2) | — | $22.40 | 06/15/2028 | | | | | | | 09/06/2019 | 62,500(3) | — | $35.16 | 09/06/2029 | | | | | | | 06/15/2020 | 100,000(4) | — | $26.84 | 06/15/2030 | | | | | | | 04/12/2021 | | | | | 6,250(6) | 907,875(5) | | | | | 03/23/2022 | | | | | 12,969(7) | 1,883,877(5) | | | | | 03/23/2022 | | | | | | | 20,750(9) | 1,507,073(8) | | | 03/23/2023 | | | | | 11,014(11) | 1,599,894(5) | | | | | 03/23/2023 | | | | | | | 19,580(10) | 2,844,191(8) | | | 3/23/2024 | | | | | 29,075(13) | 4,223,435(5) | | | | | 3/23/2024 | | | | | | | 29,075(12) | 4,223,435(8) | | Cary Baker | 02/24/2020 | 3,500(14) | | $33.73 | 02/24/2030 | | | | | | | 04/12/2021 | | | | | 1,875(15) | 272,363(5) | | |
Outstanding Equity Awards at Fiscal Year-End
| | 03/23/2022 | | | | | 3,907 | (7) | 567,531(5) | | | | | 03/23/2022 | | | | | | | | 6,250(9) | 453,938(8) | | | 03/23/2023 | | | | | 4,312 | (11) | 626,361(5) | | | | | 03/23/2023 | | | | | | | | 7,665(10) | 1,113,418(8) | | | 3/23/2024 | | | | | 9,545 | (13) | 1,386,507(5) | | | | | 3/23/2024 | | | | | | | | 9,545(12) | 1,386,507(8) | | Jeff Dossett(25) | 05/16/2018 | 18,830(16) | — | $17.33 | 05/16/2028 | | | | | | | | 05/16/2018 | 2,153(17) | — | $17.33 | 05/16/2028 | | | | | | | | 06/15/2018 | 53,601(18) | — | $22.40 | 06/15/2028 | | | | | | | | 10/31/2018 | 620(19) | — | $19.60 | 10/31/2028 | | | | | | | | 07/31/2019 | 25,000(20) | — | $36.20 | 07/31/2029 | | | | | | | | 06/15/2020 | 30,000(21) | — | $26.84 | 06/15/2030 | | | | | | | | 04/12/2021 | | | | | 2,500 | (22) | 363,150(5) | | | | | 03/23/2022 | | | | | 4,688 | (7) | 680,979(5) | | | | | 03/23/2022 | | | | | | | | 7,500(9) | 544,725(8) | | | 03/23/2023 | | | | | 4,759 | (11) | 691,292(5) | | | | | 03/23/2023 | | | | | | | | 8,460(10) | 1,228,900 | | | 3/23/2024 | | | | | 8,650 | (13) | 1,256,499(5) | | | | | 3/23/2024 | | | | | | | | 8,650(12) | 1,256,499(5)(8) | | Hussein Mecklai | 12/10/2018 | 34,876(23) | — | $17.75 | 12/10/2028 | | | | | | | | 04/12/2021 | | | | | 2,188 | 22) | 317,828(5) | | | | | 03/23/2022 | | | | | 7,813 | (7) | 1,134,916(5) | | | | | 03/23/2022 | | | | | | | | 12,500(9) | 907,875(8) | | | 03/23/2023 | | | | | 4,759 | (11) | 691,292(5) | | | | | 03/23/2023 | | | | | | | | 8,460(10) | 1,228,900(8) | | | 3/23/2024 | | | | | 10,589 | (13) | 1,538,158(7) | | | | | 3/23/2024 | | | | | | | | 10,589(12) | 1,538,158(8) | | Cathal Phelan | 02/20/2023 | | | | | 12,375 | (24) | 1,797,593(5) | | | | | 3/23/2023 | — | — | $— | | | | | 6,610(10) | 960,169(8) | | | 03/23/2023 | | | | | 3,719 | (11) | 540,222(5) | | | | | 3/23/2024 | | | | | | | | 8,466(12) | 1,229,771(8) | | | 03/23/2024 | | | | | 8,466 | (13) | 1,229,771(5) | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) One-fourth of the shares subject to the option vested on July 3, 2018, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (2) One-fourth of the shares subject to the option vested on June 11, 2019, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (3) One-fourth of the shares subject to the option vested on July 1, 2020, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (4) One-fourth of the shares subject to the option vested on June 15, 2021, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (5) Reflects the market value of the number of RSUs set forth in the previous column as of December 31, 2024, based on a price of $145.26 per share, which was the closing price of our common stock as of that date. | | (6) (7) (8) (9) (10) (11) One-fourth of the shares subject to the grant vested on April 12, 2022, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. One-fourth of the shares subject to the grant vested on March 23, 2023, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. Reflects the market value of the number of RSUs set forth in the previous column as of December 31, 2024, based on a price of $145.26 per share, which was the closing price of our common stock as of that date. The amounts shown represents the number of PSUs that vested in 2025 at the 200% target level achieved over the 2022-2024 performance period. For more information, see the section entitled “Executive Compensation—Elements of Our Named Executive Officers’ Compensation—Equity Compensation.” The amounts shown represent the number of PSUs that may vest if performance goals are achieved at the target level over the 2023-2025 performance periods. For more information, see the section entitled “Executive Compensation—Elements of Our Named Executive Officers’ Compensation.” |
Outstanding Equity Awards at Fiscal Year-End
| One-fourth of the shares subject to the grant vested on March 23, 2025, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. | | (12) The amounts shown represent the number of PSUs that may vest if performance goals are achieved at the target level over the 2024-2026 performance periods. For more information, see the section entitled “Executive Compensation—Elements of Our Named Executive Officers’ Compensation—Equity Compensation.” | | (13) One-fourth of the shares subject to the grant vest on March 23, 2025, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. | | (14) One-fourth of the shares subject to the option vested on February 24, 2021, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (15) One-fourth of the shares subject to the grant vested on April 12, 2022, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. | | (16) One fourth of the shares subject to the option vested on July 1, 2019, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (17) One fourth of the shares subject to the option vested on November 16, 2018, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (18) One-fourth of the shares subject to the option vested on June 11, 2019, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (19) This option vests based upon our achievement of revenue goals for 2018 and continued service through the date of certification of achievement. The revenue goals include threshold and target levels of achievement. Between the threshold and target level of achievement, a percentage of the shares subject to the option vest based on a percentage from 0% to 100% of targeted levels of achievement. On February 19, 2019, our board of directors determined that based on actual 2018 revenue, 6.2% of the shares subject to the option vested and the remaining shares were forfeited. | | (20) One-fourth of the shares subject to the option vested on July 31, 2020, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (21) One fourth of the shares subject to the option vested on June 15, 2021, and 1/48th of the shares subject to the grant shall vest each month thereafter. | | (22) One-fourth of the shares subject to the grant vested on April 12, 2022, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. | | (23) One-fourth of the shares subject to the option vested on December 5, 2019, and 1/48th of the shares subject to the option shall vest each month thereafter. | | (24) One-fourth of the shares subject to the grant vested on February 20, 2024, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. | | (25) Following Mr. Dossett’s retirement on February 21, 2025, Mr. Dossett is no longer providing services and forfeited his equity awards which were scheduled to vest after February 21, 2025. Consequently, 36,457 restricted stock unit awards (including PSUs) set forth in the table above were forfeited on February 21, 2025. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have entered into employment agreements with our named executive officers that provide severance and change in control benefits if a named executive officer’s employment is terminated under certain circumstances within a twelve or, in the case of Mr. Dossett, six months following a Change of Control(such period, a “Qualifying Termination Period”). For more information on our named executive officers’ severance and change in control provisions, see the section entitled “Executive Compensation—Elements of our Named Executive Officers’ Compensation—Agreements with our Named Executive Officers.” The table below displays severance payments and benefits for which our named executive officers were eligible to receive as of December 31, 2024, upon such qualifying terminations of employment. Mr. Dossett retired from the Company in February 2025, and no longer is eligible to receive such severance payments and benefits.
Potential Payments upon Termination or Change in Control
| | Employment Termination Without Death, Cause, Disability or For Good Reason | | | | | | | | | | No Change in Control or after expiration of the Qualifying Termination Period | | | | | | During the Qualifying Termination Period following a Change of Control | | | Name | Severance Payments(1) | Prorated Bonus(4) | Equity Acceleration(2)(7) | Health Care Benefits(3) | Severance Payments | Prorated Bonus(4) | Equity Acceleration(6)(7) | Health Care Benefits(3) | | Chris Diorio, Ph.D. | $217,500 | $954,825 | $2,153,915 | $10,981 | $652,500 (5) | $954,825 | $8,615,080 | $10,981 | | Cary Baker | 195,000 | 513,630 | 713,227 | 15,433 | 195,000 (1) | 513,630 | 2,852,761 | 15,433 | | Jeff Dossett | 173,500 | 610,210 | - | 15,433 | 173,500 (1) | 610,210 | 2,991,920 | 15,433 | | Hussein Mecklai | 210,000 | 553,140 | 920,513 | 15,433 | 210,000(1) | 553,140 | 3,682,196 | 15,433 | | Cathal Phelan | 190,000 | 467,096 | 892,042 | 15,433 | 190,000 (1) | 467,096 | 3,567,586 | 15,433 |
Potential Payments upon Termination or Change in Control
Unless otherwise indicated, the amount shown in this column for each named executive officer consists of continuing payments of the named executive officer’s base salary as of December 31, 2024, for a period of six months. (2) The amounts shown in this column for Dr. Diorio, Mr. Baker and Mr. Mecklai consist of the value of 25% of the then unvested portion of outstanding equity awards for which vesting is accelerated upon the triggering event, assuming a qualifying termination occurred on December 31, 2024. The value of each such portion of such equity awards is calculated by multiplying (x) the closing price of our common stock of $145.26 per share on December 31, 2024, as reported on Nasdaq (and in the case of options, less the exercise price per share of the option) by (y) the number of shares covered by such portion of the equity award. (3) The amount shown in this column for each named executive officer consists of the estimated cost of reimbursement of premiums paid for continuation coverage under COBRA for the named executive officer and his eligible covered dependents for up to six months. (4) The amount shown in this column for each named executive officer is the value of the 2024 annual bonus earned which represents a pro-rated portion of the annual performance bonus earned. (5) The amount shown in this column for Dr. Diorio consists of continuing payments of his base salary as of December 31, 2024, for a period of twelve months along with a lump sum payment equal to 50% of annual base salary. (6) The amount shown in this column for each named executive officer consists of the value of 100% of the then unvested portion of outstanding RSUs and stock options for which vesting is accelerated upon a qualifying termination occurring within 12 months following a Change in Control, (or, for Mr. Dossett, if such termination occurs within six months of a Change of Control). The value of each such portion of such equity awards is calculated by multiplying (x) the closing price of our common stock of $145.26 per share on December 31, 2024, as reported on Nasdaq (and in the case of options, less the exercise price per share of the option) by (y) the number of shares covered by such portion of the equity award. (7) We cannot determine at this time the dollar value of any equity acceleration of our PSUs, as the value would vary based on performance achievement prior to the occurrence of a change in control. Performance would otherwise be measured at the end of the applicable performance period. However, the value of such awards, based on target performance and at the closing price of our common stock of $145.26 per share on December 31, 2024 (as reported on Nasdaq), if the termination event occurred on December 31, 2024 would be: $8,574,698, for Dr. Diorio; $2,953,862, for Mr. Baker; $3,030,124 for Mr. Dossett; $3,674,933 for Mr. Mecklai and $2,189,940 for Mr. Phelan.
CEO Pay Ratio
CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the total compensation paid to our median paid employee, as well as the ratio of the total compensation paid to the median employee bears to the total compensation paid to our Chief Executive Officer (the “CEO Pay Ratio”). The paragraphs that follow describe our methodology and the resulting CEO Pay Ratio. Measurement Date We identified the median employee using our employee population on December 31, 2024 (including all employees, whether employed on a full-time, part-time, seasonal or temporary basis). Consistently Applied Compensation Measure (CACM) Under the relevant rules, we are required to identify the median employee by using a “consistently applied compensation measure,” or CACM. We chose a CACM that closely approximates our employees’ annual target total direct compensation. Specifically, we identified the median employee by aggregating, for each employee: (a) annual base pay, (b) annual cash incentive, and (c) the grant date fair value of any equity awards granted during 2024, calculated in accordance with the methodologies and assumptions described in the notes to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2024. In identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable annual average exchange rate. Methodology and Pay Ratio After applying our CACM method, we identified the median employee. Once the median employee was identified, we calculated the median employee’s annual total direct compensation in accordance with the Summary Compensation Table requirements. Our Chief Executive Officer’s total annual compensation, as reported in the Summary Compensation Table, was $10,234,811. Our median employee compensation, as calculated using Summary Compensation Table requirements, was $209,876. Therefore, our CEO Pay Ratio for 2024 is approximately 48.8:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt various methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the compensation committee nor company management used the CEO Pay Ratio measure in making compensation decisions.
Pay versus Performance
Pay versus Performance In accordance with the SEC’s disclosure requirements set forth in Item 402(v) of Regulation S-K regarding pay versus performance (“PVP”), this section presents the SEC-defined “Compensation Actually Paid” (“CAP”) along with comparisons to various measures used to gauge performance at Impinj. CAP is a supplemental measure that is meant to be viewed alongside performance measures, our compensation philosophy and other compensation disclosures made in this proxy statement. The primary differences between CAP and the compensation paid to our named executive officers as reported in the Summary Compensation Table (“SCT”) of our proxy statements are the adjustments made to the values reported in the “Stock Awards” and “Option Awards” columns included in the SCT. In the SCT for a reportable year, equity awards are measured at the grant date fair value of the equity awards granted during the year. In contrast, in determining CAP, equity awards are measured as the fair value of equity awards that are unvested at year end, irrespective of fair market value at the time of grant. Pay Versus Performance Table In accordance with the requirements of Item 402(v) of Regulation S-K, the following table sets forth required information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024, and our financial performance for each such fiscal year:
Pay versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3)(4) | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (5) | Net Income (Loss) ($M)(6) | Company Selected Measure: Revenue ($M)(7) | Supplemental Measure: Adjusted EBITDA ($M)(8) | | 2024 | 11,189,636 | 21,772,553 | 4,063,575 | 7,270,312 | 561.72 | 287.31 | 40.8 | 366.1 | 65.9 | | 2023 | 6,796,272 | 1,255,074 | 3,624,547 | 1,282,427 | 348.14 | 238.72 | (43.4) | 307.5 | 21.8 | | 2022 | 5,461,705 | 11,246,769 | 2,494,059 | 4,810,568 | 422.20 | 142.94 | (24.3) | 257.8 | 28.9 | | 2021 | 5,909,698 | 19,315,371 | 2,622,014 | 9,474,437 | 343.00 | 219.51 | (51.3) | 190.3 | 9.1 | | 2020 | 3,223,537 | 8,584,821 | 3,112,216 | 5,064,383 | 161.91 | 153.66 | (51.9) | 138.9 | (11.5) |
Pay versus Performance
(1) Our principal executive officer (“PEO”) in all reporting years is Chris Diorio, Ph.D. Our non-PEO named executive officers (“Non-PEO NEOs”) for the 2024 and 2023 reporting years are Cary Baker, Jeffrey Dossett, Hussein Mecklai and Cathal Phelan. Our Non-PEO NEOs for the 2022 reporting year are Cary Baker, Jeffrey Dossett and Hussein Mecklai. Our Non-PEO NEOs for the 2021 and 2020 reporting years are Cary Baker and Jeffrey Dossett. (2) CAP does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of SCT total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below:
Pay versus Performance
| Adjustments to Determine PEO Compensation Actually Paid | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total for PEO ($) | 11,189,636 | 6,796,272 | 5,461,705 | 5,909,698 | 3,223,537 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | 9,785,191 | 6,364,870 | 4,617,789 | 5,460,661 | 2,821,209 |
Pay versus Performance
| Adjustments to Determine PEO Compensation Actually Paid | 2024 | 2023 | 2022 | 2021 | 2020 | | Plus Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 11,502,652 | 3,568,455 | 9,045,148 | 10,187,649 | 5,327,696 | | Plus Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | 5,424,739 | (2,682,482) | 3,847,161 | 6,657,732 | 2,206,686 | | Plus Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | 3,440,717 | (62,301) | 2,489,456) | 2,020,953 | 648,111 | | Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | - | - | - | - | - | | Plus Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date That Are Not Otherwise Reflected in Total Compensation | - | - | - | - | - | | Compensation Actually Paid to PEO ($) | 21,772,553 | 1,255,074 | 11,246,769 | 19,315,371 | 8,584,821 |
Pay versus Performance
(3) The fair value of stock options reported for CAP purposes is estimated using a Black-Scholes option pricing model for the purposes of this PVP calculation in accordance with the SEC rules. We estimate the fair value of options using the Black-Scholes option-pricing model with the following assumptions for the periods presented:
Pay versus Performance
| Grant Year | 2024 | 2023 | 2022 | 2021 | 2020 | | Volatility | 69.19-71.94% | 68.3 - 78.41% | 66.64 - 77.33% | 67.05 - 80.73% | 67.70 - 82.33% | | Expected life in years | 3.04-3.27 years | 3.04 - 3.78 years | 2.98 - 4.29 years | 3.10 - 4.94 years | 3.04 - 5.66 years | | Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | | Risk-free rate | 4.01-4.77% | 3.54 - 5.44% | 1.00 - 4.57% | 0.06 - 1.44% | 0.16 - 1.64% |
Pay versus Performance
(4) This figure is the average of compensation actually paid for the Non-PEO NEOs in each covered year. CAP does not mean that these Non-PEO NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of SCT total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below:
Pay versus Performance
| Adjustments to Determine Average Non-PEO NEO Compensation Actually Paid | 2024 | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 4,063,575 | 3,624,547 | 2,494,059 | 2,622,014 | 3,112,216 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | 3,134,122 | 3,250,029 | 1,977,919 | 2,260,819 | 2,720,499 | | Plus Non-PEO NEO Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 3,684,211 | 1,916,487 | 3,605,709 | 4,384,115 | 4,003,190 | | Plus Non-PEO NEO Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | 1,508,304 | (809,715) | 1,795,035 | 3,474,821 | 647,170 |
Pay versus Performance
| Adjustments to Determine Average Non-PEO NEO Compensation Actually Paid | 2024 | 2023 | 2022 | 2021 | 2020 | | Plus Non-PEO NEO Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | 1,148,345 | (198,863) | (1,106,316) | 1,254,306 | 22,306 | | Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | - | - | - | - | - | | Plus Non-PEO NEO Average Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date That Are Not Otherwise Reflected in Total Compensation | - | - | - | - | - | | Average Compensation Actually Paid to Non-PEO NEOs ($) | 7,270,312 | 1,282,427 | 4,810,568 | 9,474,437 | 5,064,383 |
Pay versus Performance
(5) TSR is determined based on the value of an initial fixed investment of $100 in our common stock on December 31, 2019, assuming the reinvestment of any dividends. The peer group is made up of the PHLX Semiconductor Sector Index, which is the peer group we used for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2024. (6) The dollar amounts reported represent our net loss as reflected in our audited financial statements. (7) The dollar amounts reported represent our revenue as reflected in our audited financial statements. (8) Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, see Appendix A. Relationship between Pay and Total Shareholder Return The graph below reflects the relationship between (i) the PEO CAP and Average Non-PEO NEO CAP and (ii) our cumulated indexed TSR, assuming an initial $100 fixed investment on December 31, 2019, and (iii) our Company Selected Measures for the fiscal years ended December 31, 2020, 2021, 2022, 2023, and 2024: The graph below reflects the relationship between (i) the PEO CAP and the Average Non-PEO NEO CAP and (ii) our net income (loss) for the applicable reporting year: The graph below reflects the relationship between (i) the PEO CAP and the Average Non-PEO NEO CAP and (ii) our revenue for the applicable reporting year: The graph below reflects the relationship between (i) the PEO and the Average Non-PEO NEO CAP and (ii) our adjusted EBITDA for the applicable reporting year: List of Most Important Company Performance Measures for Determining NEO Compensation The following is a list of performance measures (including the company-selected measure identified above), which in our assessment represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for 2024:
Pay versus Performance
| Most Important Company Performance Measures for Determining NEO Compensation | | TSR | | Revenue |
Pay versus Performance
| Adjusted EBITDA* |
Pay versus Performance
* Non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, see Appendix A.
Third Party Compensation of Directors
Third Party Compensation of Directors None of our directors are a party to any agreement or arrangement that would require disclosure pursuant to Nasdaq Listing Rule 5250(b)(3).