DEF 14A of Impinj Inc, Apr 16, 2026

DEF 14A of Impinj Inc

Filed Apr 16, 2026 · FY20250001193125-26-159032

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our board of directors currently comprises seven members. Six 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, seven 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. The following table sets forth the names and certain other information for each of the seven nominees for election as a director as of April 8, 2026.

  2. ELECTION OF DIRECTORS

    | | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Nominees | | | | | | | Daniel Gibson(3) | 45 | Director | 2018 | 2026 | 2027 | | Umesh Padval(1)(2) | 68 | Director | 2020 | 2026 | 2027 | | Steve Sanghi(1)(3) | 70 | Director and Chair | 2021 | 2026 | 2027 | | Meera Rao(1)(3) | 65 | Director | 2022 | 2026 | 2027 | | Chris Diorio, Ph.D. | 64 | Director, Chief Executive Officer and Vice Chair | 2000 | 2026 | 2027 | | Miron Washington(2) | 58 | Director | 2023 | 2026 | 2027 | | Arthur Valdez, Jr.(2) | 55 | Director | 2025 | 2026 | 2027 |

  3. 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

  4. 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 currently also serves on the boards of Purecycle Technologies and Aeva Technologies. 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 partner at Seligman Ventures, a venture capital firm. Prior to joining Seligman, Mr. Padval was a managing director at Thomvest Ventures, and a partner at Bessemer Venture Partners. Mr. Padval currently also serves as a board member for Epic Microsystems and Cognichip. 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 as 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 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. Mr. Sanghi also currently serves as a board member for 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. Arthur Valdez, Jr. has served as a member of our board of directors since October 2025. Mr. Valdez most recently served as EVP of Global Supply Chain and Customer Solutions of Starbucks Corporation, a global coffeehouse chain, from August 2023 to December 2025. Prior to joining Starbucks, Mr. Valdez served as EVP and Chief Supply Chain & Logistics Officer of Target Corporation, a retail sales company, from April 2016 to April 2023. Mr. Valdez serves as a board member for CSU Strata and as an advisory board member for EverX. Mr. Valdez received a B.S. in business-operations management from Colorado State University.

  5. 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.

  6. 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, 2025. The table excludes Dr. Diorio, our co-founder, vice-chair, chief executive officer and director. Dr. Diorio received no compensation in his role as a director for the year ended December 31, 2025.

  7. 2025 Director Compensation Table

    2025 Director Compensation Table

  8. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Daniel Gibson(3) | 66,813 | 360,103 | 426,916 | | Umesh Padval(4) | 77,500 | 360,103 | 437,603 | | Steve Sanghi(5) | 102,500 | 396,067 | 498,567 | | Meera Rao(6) | 85,000 | 360,103 | 445,103 | | Arthur Valdez, Jr.(7) | 11,902 | 248,148 | 260,050 | | Miron Washington(8) | 60,000 | 360,103 | 420,103 |

  9. 2025 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 2025. 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, 2025. (3) As of December 31, 2025, Mr. Gibson held restricted stock units ("RSUs") for the settlement of 3,114 shares of common stock, of which no shares were vested as of such date. (4) As of December 31, 2025, Mr. Padval held RSUs for the settlement of 3,114 shares of common stock, of which no shares were vested as of such date. (5) As of December 31, 2025, Mr. Sanghi held RSUs for the settlement of 3,425 shares of common stock, of which no shares were vested as of such date. (6) As of December 31, 2025, Ms. Rao held RSUs for the settlement of 3,114 shares of common stock, of which no shares were vested as of such date. (7) As of December 31, 2025, Mr. Valdez held RSUs for the settlement of 1,220 shares of common stock, of which no shares were vested as of such date. (8) As of December 31, 2025, Mr. Washington held RSUs for the settlement of 3,114 shares of common stock, of which no shares were vested as of such date.

  10. 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 whether the competitiveness of our outside director compensation program 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 revise the vesting schedule applicable to equity awards which may be granted to outside directors under the outside director compensation policy, effective April 15, 2026, (the “2026 Amendment”) as described below. The table below summarizes the cash amounts payable to our directors, on an annualized basis, under our outside director compensation policy:

  11. Outside Director Compensation Policy

    | | Amount ($) | | Board of Directors: | | | All Members | 50,000 | | Chair | 25,000 | | Audit and Risk Committee: | | | Member | 12,500 | | Chair | 25,000 | | Compensation Committee: | | | Member | 10,000 | | Chair | 17,500 | | Nominating and Governance Committee: | | | Member | 10,000 | | Chair | 15,000 |

  12. 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 an RSU 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 an RSU 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, an RSU 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. The table below summarizes the value of the equity awards issuable under our outside director compensation policy:

  13. Outside Director Compensation Policy

    | | Amount ($) | | Initial award value | 250,000 | | Annual award value | 250,000 | | Annual chair award value | 25,000 |

  14. Outside Director Compensation Policy

    Prior to the 2026 Amendment, each initial award vests on the one-year anniversary of the grant date and each annual or board chair annual award described above (in each case 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. Following the 2026 Amendment, unless otherwise determined by the administrator, each outside director award vests on the one-year anniversary of the grant date, in each case, subject to the director’s continuing to be a service provider. 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. This definition of “per share value” is different from the value used to derive the aggregate grant-date fair value of the award to each outside director shown in the 2025 Director Compensation Table above. 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. The 2026 Plan provides that in any given year, an outside director may not be granted equity awards having a grant date fair value determined in accordance with GAAP, and be provided any cash retainers or fees in amounts that, in the aggregate, exceed $750,000; provided that such amount is increased to $1,000,000 in the fiscal year of initial service as an outside director. Any equity awards or other compensation provided to an individual for services as an employee or as a consultant other than an outside director is excluded for purposes of the limitations set forth in the 2026 Plan. These maximum limits do 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.

  15. 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 | | 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 2025, 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 |

  16. Elements of Our Named Executive Officers’ Compensation

    | Named Executive Officer | Percentage of 2024 Base Salary | 2024 Bonus Plan Target Opportunity (Cash Amount at Target) | Percentage of 2025 Base Salary | 2025 Bonus Plan Target Opportunity (Cash Amount at Target) | | Chris Diorio | 125% | $543,750 | 125% | $562,500 | | Cary Baker | 75% | $292,500 | 75% | $304,500 | | Hussein Mecklai | 75% | $315,000 | 75% | $327,750 | | Cathal Phelan | 70% | $266,000 | 70% | $276,500 |

  17. Elements of Our Named Executive Officers’ Compensation

    | Performance Metric/Goal | Percentage | Minimum (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | Achievement | Achievement (as a percentage of target) | | *Revenue | 45% | $382.9 | $425.4 | $467.9 | $361.1 | 0% | | *Adjusted EBITDA | 45% | $68.9 | $83.9 | $96.7 | $69.6 | 0% | | Board Discretion | 10% | 0% | 10% | 20% | 0% | 0% | | Total | 100% | - | - | - | | 0% |

  18. Elements of Our Named Executive Officers’ Compensation

    * Dollar amounts in table in millions. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, see Appendix A. Equity Compensation We grant our executive officers awards of RSUs and PSUs. The compensation committee and board of directors grant RSUs and PSUs to our executive officers 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 2025, each executive officer received 50% of 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 the target number of PSUs, the number of RSUs, and the target equity value of all such awards granted in 2025 for each named executive officer. Hussein Mecklai left the Company before 2025 equity awards were granted. For more information on these equity grants, see the section entitled “Grants of Plan-Based Awards” below.

  19. Elements of Our Named Executive Officers’ Compensation

    | NEO | Target Number of PSUs | Number of RSUs | Target 2025 Equity Compensation | | Chris Diorio | 15,015 | 15,015 | $4,100,000 | | Cary Baker | 6,958 | 6,958 | $1,900,000 | | Cathal Phelan | 5,860 | 5,860 | $1,600,000 |

  20. Elements of Our Named Executive Officers’ Compensation

    The target equity compensation values for 2025 indicated in the table above are different than the grant date fair value for these awards as reported in the “Stock Awards” column in the Summary Compensation Table largely due to the fact that the number of shares underlying each award is determined by dividing the dollar value by 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. In determining our named executive officers’ 2025 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 TSR 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). For the 2025 PSU awards, our relative TSR is to be measured over a thirty-four-month performance period, from May 20, 2025 through March 20, 2028. The number of units that are earned after the performance period is determined using linear interpolation to determine vesting between the specified percentile ranks. 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.

  21. 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 | 200% | 100% |

  22. Elements of Our Named Executive Officers’ Compensation

    | NEO | 2023 PSUs Eligible based on performance through 2025 (target) | Payout Percentage | PSUs Vested in 2026 | | Chris Diorio | 19,580 | 111% | 21,734 | | Cary Baker | 7,665 | 111% | 8,508 | | Cathal Phelan | 6,610 | 111% | 7,337 |

  23. Elements of Our Named Executive Officers’ Compensation

    reimbursement by us for the cost of COBRA premiums to continue health insurance coverage for him and his eligible covered dependents for up to 24 months; and • accelerated vesting as to 100% of the then-unvested portion of his outstanding time-based equity awards, and extension of the post-termination exercise period for his outstanding vested stock options through the date that is one year following the termination date. The severance payments and benefits under the Diorio Agreement are subject to Dr. Diorio’s (i) timely execution and non-revocation of our standard release of claims within 120 days following the termination date and (ii) continued compliance with enforceable non-competition and non-solicitation provisions in the Diorio Agreement. In the event any payment to Dr. Diorio would be subject to the excise tax imposed by Section 4999 of the Code, except as otherwise expressly provided in a written agreement between Dr. Diorio and the Company, Dr. Diorio will receive such payment as would entitle him to receive the greatest after-tax benefit. Cary Baker We entered into an employment agreement with Mr. Baker, dated January 9, 2020. The agreement does not have a specific term and provides that Mr. Baker is an at-will employee. Following the effectiveness of the Executive Severance Policy, Mr. Baker is eligible to receive severance payments pursuant to the terms of the Executive Severance Policy, which supersedes his employment agreement with respect to eligibility to receive severance payments and benefits. In 2025 but prior to the effectiveness of the Executive Severance Policy and pursuant to his employment agreement, Mr. Baker was eligible to receive the following severance payments and benefits in the event of his termination employment (i) by us other than for Cause (as defined in his employment agreement), death or Disability (as defined in his employment agreement) or (ii) his resignation for Good Reason (as defined in his employment agreement) in either case, subject to his timely execution and non-revocation of a release of claims within 120 days following such termination of employment and continued to comply with enforceable restrictive covenants set forth therein: • continued payment of base salary for a period of six months; • the pro-rated portion of any earned annual target performance bonus; reimbursement by us for up to six months of COBRA premiums to continue health insurance coverage for him and his eligible covered dependents or taxable monthly payments equal to such premium amount for six months following his termination of employment; 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 year following termination) Cathal Phelan We entered into 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. Following the effectiveness of the Executive Severance Policy, Mr. Phelan is eligible to receive severance payments pursuant to the terms of the Executive Severance Policy, which supersedes his employment agreement with respect to eligibility to receive severance payments and benefits. In 2025 but prior to the effectiveness of the Executive Severance Policy and pursuant to his employment agreement, Mr. Phelan was eligible to receive the following severance payments and benefits in the event of his termination employment (i) by us other than for Cause (as defined in his employment agreement), death or Disability (as defined in his employment agreement) or (ii) his resignation for Good Reason (as defined in his employment agreement) in either case, subject to his timely execution and non-revocation of a release of claims within 120 days following such termination of employment and continued to comply with enforceable restrictive covenants set forth therein: • continued payment of base salary for a period of six months; • pro-rated portion of any earned annual target performance bonus; • reimbursement by us for up to six months of COBRA premiums to continue health insurance coverage for him and his eligible covered dependents or taxable monthly payments equal to such premium amount for six months following his termination of employment; 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 year following termination). Hussein Mecklai We entered into an employment agreement with Mr. Mecklai, dated November 13, 2018. The agreement had no specific term and provided that Mr. Mecklai’s employment was at-will. Mr. Mecklai’s employment with the Company terminated, as of May 20, 2025. Prior to Mr. Mecklai’s separation, he was eligible to receive the following severance payments and benefits in the event of his termination employment (i) by us other than for Cause (as defined in his employment agreement), death or Disability (as defined in his employment agreement) or (ii) his resignation for Good Reason (as defined in his employment agreement) in either case, subject to his timely execution and non-revocation of a release of claims within 120 days following such termination of employment and continued to comply with enforceable restrictive covenants set forth therein: • continued payment of base salary for a period of six months; pro-rated portion of any earned annual target performance bonus; reimbursement by us for up to six months of COBRA premiums to continue health insurance coverage for him and his eligible or taxable monthly payments equal to such premium amount for six months following his termination of employment; 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). On May 30, 2025, we entered into a separation and release of claims agreement with Mr. Mecklai in connection with his termination of employment with us. Pursuant to Mr. Mecklai’s Executive Employment Agreement and the separation and release of claims agreement, Mr. Mecklai received the following severance payments and benefits (which are consistent with the terms of his employment agreement in the event of his termination of employment by us other than for Cause): (i) continued payment of his base salary for a period of six months ($218,500 in the aggregate), (ii) a one-time payment in the amount of $15,449, intended to represent the cost of six months of COBRA premiums for him and his eligible covered dependents, (iii) a one-time payment in the amount of $125,528, the amount of his annual performance bonus at 100% achievement prorated to the termination date, (iv) accelerated vesting of 9,368 shares subject to his outstanding and unvested time-based equity awards, and (v) an extension of the post-termination exercise period of his vested and outstanding options for a period of up to one year from the effective date. As consideration for the foregoing severance payments, Mr. Mecklai agreed to release us from any and all claims, including those related to his employment or the termination thereof. Executive Change in Control and Severance Policy

  24. Elements of Our Named Executive Officers’ Compensation

    Each of Messrs. Baker and Phelan participate in our Executive Severance Policy, which provides for eligibility for certain severance payments and benefits in the event of a participating executive’s termination of employment with us (i) by us other than for Cause, death or Disability (each as defined in the Executive Severance Policy), or (ii) due to the executive’s resignation for Good Reason (as defined in the Executive Severance Policy). In the event of a qualified termination other than during the period commencing three months prior to and ending 12 months following a Change in Control (as defined in the Executive Severance Policy), each of Messrs. Baker and Phelan will become eligible to receive the following severance payments and benefits: • continued payment of base salary for a period of six months; • a lump sum payment equal to 100% of the executive’s target annual bonus, prorated for the portion of the year occurring prior to the termination date; • reimbursement by us for the cost of COBRA premiums to continue health insurance coverage for him and his eligible covered dependents for up to six months; • accelerated vesting of 25% of outstanding and unvested time-based equity awards; and • extension of the post-termination exercise period of outstanding vested stock options through the first anniversary of the termination date. In the event of a qualified termination during the period commencing 3 months prior to and ending 12 months following a Change in Control, a participating executive will become eligible to receive the following severance payments and benefits: a lump sum payment equal to 100% of the executive’s base salary; a lump sum payment equal to 100% of the executive’s target annual bonus, prorated for the portion of the year occurring prior to the termination date; • reimbursement by us for the cost of COBRA premiums to continue health insurance coverage for him and his eligible covered dependents for up to 12 months; and • accelerated vesting of 100% of outstanding and unvested time-based equity awards. The severance payments and benefits under the Executive Severance Policy are subject to an executive’s (i) timely execution and non-revocation of our standard release of claims within 60 days following the termination date and (ii) continued compliance with enforceable non-competition and non-solicitation provisions in an executive’s employment agreement. In the event any payment to an executive would be subject to the excise tax imposed by Section 4999 of the Code, the executive will receive such payment as would entitle him to receive the greatest after-tax benefit. Defined Terms Applicable to Named Executive Officer Agreements For purposes of the agreements with our named executive officers, the following definitions generally apply or applied: Diorio Agreement “Cause” means each of the following with respect to Dr. Diorio: (i) conviction of a felony, (ii) commission of any act of fraud with respect to the Company, (iii) intentional misconduct that has a materially adverse effect upon the Company’s business , (iv) breach of any fiduciary obligations as an officer of the Company or of any contractual obligation to the Company, in either case where the breach has a materially adverse effect on the Company’s business, (v) willful misconduct or gross negligence in performance of duties under the Diorio Agreement, including 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 (vi) death or Disability. Prior to any termination of Dr. Diorio’s employment for Cause defined in clauses (iii), (iv) or (v) above, the Company must give written notice of the actions or omissions deemed to constitute the Cause event, and if it is possible to cure, Dr. Diorio will have a period of not less than 30 days in which to cure the specified default in performance. “Good Reason” means Dr. Diorio’s resignation that is effective within two years following the occurrence of one or more of the following events without his consent: (i) a material reduction of base salary; (ii) the assignment of any duties, or the reduction of his duties, either of which results in a material diminution in authority, duties or responsibilities with the Company in effect immediately prior to such assignment or reduction, or the removal from such position and responsibilities, unless provided with comparable authority, duties or responsibilities; provided that, neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control in terms of job duties, responsibilities and requirements shall constitute a material reduction in job responsibilities; or (iii) a material change in the geographic location at which he must perform services (for purposes of this definition, 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). To resign for Good Reason, Dr. Diorio must provide the Company 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 the Company will have a reasonable cure period of not less than 30 days following the date of such notice. Executive Severance Policy “Cause” means, in the administrator’s reasoned discretion, any of the following with respect to an eligible executive: (i) commission of a felony or gross misdemeanor; (ii) commission of any material act of fraud or dishonesty with respect to the Company; (iii) intentional misconduct that has a materially adverse effect upon the Company’s business; (iv) breach of any of fiduciary obligations as an officer of the Company or of any contractual obligation that an eligible executive has to the Company, in either case where the breach has a materially adverse effect on the Company’s business; (v) willful misconduct or gross negligence in performance of duties, including 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 their position and duties, or (vi) death or Disability. Prior to termination of an eligible executive’s employment for Cause defined in clauses (iii), (iv) or (v) above, the Company shall give written notice of the actions or omissions deemed to constitute the Cause event, and if it is possible to cure the specified default, the eligible executive will have a period of not less than 30 days in which to cure the specified default in performance.

  25. Elements of Our Named Executive Officers’ Compensation

    “Good Reason” means an eligible executive’s resignation that is effective within two years following the occurrence of any Company cure period following one or more of the following events without the eligible executive’s consent: (i) a material reduction of base salary, 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 level reduction shall not constitute such a material reduction; (ii) the assignment of any duties, or the reduction of duties, either of which results in a material diminution in authority, duties or responsibilities with the Company in effect immediately prior to such assignment or reduction, or removal from such position and responsibilities, unless provided with comparable authority, duties or responsibilities; provided that, neither a mere change in title alone nor reassignment following a Change in Control to a position that is substantially similar to the position held prior to the Change in Control in terms of job duties, responsibilities and requirements shall constitute a material reduction in job responsibilities; or (iii) a material change in the geographic location at which the eligible executive must perform services (for purposes of this definition, the relocation of the eligible executive to a facility or a location less than 50 miles from their then-present location shall not be considered a material change in geographic location). To resign for Good Reason, an eligible executive must provide the Company 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 the Company will have a reasonable cure period of not less than 30 days following the date of such notice. Employment Agreement with Hussein Mecklai “Cause” meant any of the following with respect to Mr. Mecklai: (i) conviction of a felony or gross misdemeanor, or the Company’s belief that such an event has occurred; (ii) commission of any act of fraud or dishonesty with respect to the Company; (iii) intentional misconduct that has a materially adverse effect upon the Company’s business; (iv) breach of any of any fiduciary obligations as an officer of the Company or of any contractual obligation to the Company, in either case where the breach has a materially adverse effect on the Company’s business; (v) willful misconduct or gross negligence in performance of duties under the employment agreement, including 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 (vi) death or Disability. Prior to any termination of Mr. Mecklai’s employment for Cause defined in clauses (iii), (iv) or (v) above, the Company was required to provide written notice of the actions or omissions deemed to constitute the Cause event, and Mr. Mecklai was entitled to a cure period of not less than 30 days. “Good Reason” meant Mr. Mecklai’s resignation within two years following the occurrence of any Company cure period following one or more of the following events without his consent: (i) a material reduction of base salary of at least 10%, 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 level reduction would not constitute such a material reduction; (ii) the assignment of any duties, or the reduction of duties, either of which resulted in a material diminution in authority, duties or responsibilities with the Company in effect immediately prior to such assignment or reduction, or the removal from such position and responsibilities, unless provided with comparable authority, duties or responsibilities; provided that a 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 would not constitute a material reduction in job responsibilities; or (iii) a material change in the geographic location at which he performed services (provided that relocation to a facility or a location less than 50 miles from his then-present location would not be considered a material change in geographic location). To resign for Good Reason, Mr. Mecklai was required to provide the Company 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 the Company would have had a reasonable cure period of not less than 30 days following the date of such notice. Certain Tax and Accounting Impacts to Our Named Executive Officer Compensation We have not provided any named executive officers with a gross-up or other reimbursement for tax amounts the individual might pay pursuant to Code Sections 280G, 4999 or 409A. Code Sections 280G and 4999 provide that named executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our company that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Code Section 409A also imposes significant taxes on the individual in the event that an executive officer, director or other service provider receives “deferred compensation” that does not meet Code Section 409A requirements. Under Code Section 162(m), we are subject to limits on executive compensation deductibility. Deductible compensation is limited to $1,000,000 per year for the chief executive officer and certain of our current and former highly compensated executive officers (collectively “covered employees”). While we cannot predict how the deductibility limit may impact our compensation program in future years, we intend to maintain an approach to executive compensation that strongly links pay to performance. In addition, although we have not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the board of directors and compensation committee may consider tax deductibility under Code Section 162(m) as a factor in its compensation decisions. We measure stock-based compensation expense for the equity awards granted to our named executive officers based on each award’s grant date fair value, and we recognize the compensation expense over the requisite service period for the award, which is typically four years. We account for forfeitures as they occur. With respect to PSUs, the amount that ultimately vests will depend on the extent to which we achieve specified fiscal year financial performance metrics. We record PSU compensation expense each period on a straight-line basis based on the number that we estimate will likely vest and recognize that expense over the requisite service period. For those PSUs that are linked to our relative TSR, we use a Monte Carlo simulation in estimating the fair value at grant date and recognize compensation cost over the implied service period.

  26. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding our named executive officers’ compensation during 2025, 2024 and 2023.

  27. 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. | 2025 | 449,770 | - | 6,643,537 | - | 15,251 | 7,108,558 | | Chief Executive Officer | 2024 | 432,923 | 3,250 | 9,785,191 | 954,825 | 13,447 | 11,189,636 | | | 2023 | 415,001 | 1,750 | 6,364,870 | - | 14,651 | 6,796,272 | | Cary Baker | 2025 | 405,530 | - | 3,078,636 | - | 13,624 | 3,497,790 | | Chief Financial Officer | 2024 | 387,403 | - | 3,212,370 | 513,630 | 11,009 | 4,124,412 | | | 2023 | 371,251 | - | 2,491,661 | - | 13,274 | 2,876,186 | | Hussein Mecklai | 2025 | 165,919 | 125,528 | - | - | 11,213 | 302,660 | | Chief Operating Officer | 2024 | 417,520 | - | 3,563,728 | 553,140 | 10,503 | 4,544,891 | | | 2023 | 401,250 | - | 2,750,092 | - | 3,503 | 3,154,845 | | Cathal Phelan | 2025 | 394,808 | - | 2,592,816 | - | 17,062 | 3,004,686 | | Chief Innovation Officer | 2024 | 378,693 | - | 2,849,232 | 467,096 | 15,308 | 3,710,329 | | | 2023 | 353,077 | - | 5,008,272 | - | 15,278 | 5,376,627 |

  28. Summary Compensation Table

    (1) Effective as of March 30, 2025, the board of directors approved base salary adjustments for Dr. Diorio, and the compensation committee approved base salary adjustments for Messrs. Baker, Mecklai and Phelan. Accordingly, Dr. Diorio’s, Messrs. Baker’s, Mecklai’s and Phelans’ salaries for 2025 reflects the previously established salary level through March 29, 2025, and the new salary level from March 30, 2025 through December 31, 2025 for Dr. Diorio and Messrs. Baker and Phelan, and May 20, 2025 for Mr. Mecklai who resigned from the Company effective as of that date. (2) The dollar amounts in this column represent the aggregate grant-date fair value of RSU awards granted in 2025, 2024 and 2023, respectively, as determined in accordance with FASB ASC Topic 718. The grant-date fair value of RSUs subject to performance conditions, or PSUs, 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 2025 PSUs, 2024 PSUs and 2023 PSUs, respectively, using the grant-date fair value is (i) for Dr. Diorio, $8,338,730, $12,164,980 and $7,468,987, respectively, (ii) for Mr. Baker, $3,864,195, $3,993,628 and $2,923,891, respectively, (iii) for Mr. Mecklai, $4,430,438 and $3,227,152, respectively (2024 and 2023 only), and (iv) for Mr. Phelan, $3,254,410, $3,542,174 and $2,521,451, respectively. 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, 2025. (3) The dollar amounts in this column represent: • in 2025: (i) for Dr. Diorio, $4,751 in company-paid life insurance premiums and $10,500 in company-paid matching 401(k) contributions; (ii) for Mr. Baker, $3,374 in company-paid life insurance premiums and $10,250 in company-paid matching 401(k) contributions; (iii) for Mr. Mecklai $1,482 in company-paid life insurance premiums and $9,731 in company-paid matching 401(k) contributions; and (iv) for Mr. Phelan, $6,562 in company-paid life insurance premiums and $10,500 in company-paid matching 401(k) contributions; 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. Mecklai $3,503 in company-paid life insurance premiums and $7,000 in company-paid matching 401(k) contributions; and (iv) for Mr. Phelan, $6,562 in company-paid life insurance premiums and $8,746 in company-paid matching 401(k) contributions; and 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. Mecklai $3,503 in company-paid life insurance premiums]; and (iv) for Mr. Phelan, $5,805 in company-paid life insurance premiums and $9,473 in company-paid matching 401(k) contributions. (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.

  29. 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, 2025.

  30. 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 (#)(4) | Target (#)(4) | Maximum (#)(4) | | | | Chris Diorio, | | 0 | 562,500 | 1,125,000 | | | | | | | Ph.D. | 8/20/2025 | | | | - | 15,015 | 30,030 | | 4,169,365 | | | 8/20/2025 | | | | | | | 15,015 | 2,474,172 | | Cary Baker | | 0 | 304,500 | 609,000 | | | | | | | | 8/20/2025 | | | | - | 6,958 | 13,916 | | 1,932,097 | | | 8/20/2025 | | | | | | | 6,958 | 1,146,539 | | Hussein Mecklai(5) | | | 327,750 | 655,500 | | | | | | | Cathal | | 0 | 276,500 | 553,000 | | | | | | | Phelan | 8/20/2025 | | | | - | 5,860 | 11,720 | | 1,627,205 | | | 8/20/2025 | | | | | | | 5,860 | 956,611 |

  31. Grants of Plan-Based Awards

    (1) Non-equity incentive plan awards represent the 2025 Bonus Plan opportunity for each named executive officer as discussed above in the “Executive Compensation—Elements of Our Named Executive Officers’ Compensation—2025 Bonus Plan.” (2) The amounts in these columns represent service-based RSUs 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. (3) The dollar amounts in this column reflect the aggregate grant date fair value of the awards granted in fiscal year 2025. 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 2025 PSUs using the grant-date fair value is (i) for Dr. Diorio, $8,338,730, (ii) for Mr. Baker, $3,864,195, and (iii) for Mr. Phelan, $3,254,410. 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, 2025. The amounts in these columns represent the number of PSUs that may vest if performance goals are achieved over the May 20, 2025 through March 20, 2028 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.” Mr. Mecklai received no plan-based awards during the year ended December 31, 2025.

  32. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning exercises of equity awards by our named executive officers for the year ended December 31, 2025.

  33. 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. | 87,575 | 13,981,029 | 54,990 | 6,360,456 | | Cary Baker | - | - | 17,341 | 2,016,476 | | Hussein Mecklai | 34,876 | 5,479,452 | 28,795 | 2,980,786 | | Cathal Phelan | - | - | 10,856 | 1,402,944 |

  34. 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.

  35. 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, 2025.

  36. 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. | 09/06/2019 | 62,500(1) | | $35.16 | 09/06/2029 | | | | | | | 06/15/2020 | 100,000(2) | | $26.84 | 06/15/2030 | | | | | | | 03/23/2022 | | | | | 2,594(3) | 451,382(4) | | | | | 03/23/2023 | | | | | 6,119(5) | 1,064,767(4) | | | | | 03/23/2023 | | | | | | | 21,734(6) | 3,781,933(7) | | | 3/23/2024 | | | | | 16,355(8) | 2,845,934(4) | | | | | 3/23/2024 | | | | | | | 58,150(9) | 10,118,682(7) | | | 8/20/2025 | | | | | 15,015(10) | 2,612,760(4) | | | | | 8/20/2025 | | | | | | | 30,030(11) | 5,225,520(7) | | Cary Baker | 02/24/2020 | 3,500(12) | | $33.73 | 02/24/2030 | | | | | | | 03/23/2022 | | | | | 782(3) | 136,076(4) | | | | | 03/23/2023 | | | | | 2,396(5) | 416,928(4) | | | | | 03/23/2023 | | | | | | | 8,508(6) | 1,480,477(7) | | | 3/23/2024 | | | | | 5,370(8) | 934,434(4) | | | | | 3/23/2024 | | | | | | | 19,090(9) | 3,321,851(7) | | | 8/20/2025 | | | | | 6,958(10) | 1,210,762(4) | | | | | 8/20/2025 | | | | | | | 13,916(11) | 2,421,523(7) | | Hussein Mecklai | | 0 | | | | 0 | 0 | 0 | 0 | | Cathal Phelan | 02/20/2023 | | | | | 6,875(13) | 1,196,319(4) | | |

  37. Outstanding Equity Awards at Fiscal Year-End

    | 3/23/2023 | | | 7,337(6) | 1,276,711(7) | | 3/23/2023 | 2,066(5) | 359,505(4) | | | | 3/23/2024 | | | 16,932(9) | 2,946,337(7) | | 03/23/2024 | 4,763(8) | 828,810(4) | | | | 8/20/2025 | 5,860(10) | 1,019,699(4) | | | | 8/20/2025 | | | 11,720(11) | 2,039,397(7) |

  38. Outstanding Equity Awards at Fiscal Year-End

    | (1) 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. | | (2) 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. | | (3) 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. | | (4) Reflects the market value of the number of RSUs set forth in the previous column as of December 31, 2025, based on a price of $174.01 per share, which was the closing price of our common stock as of that date. | | (5) One-fourth of the shares subject to the grant vested on March 23, 2024, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. | | (6) The amounts shown represents the number of PSUs that vested in 2026 at the 111% target level achieved over the 2023-2025 performance period. For more information, see the section entitled “Executive Compensation—Elements of Our Named Executive Officers’ Compensation—Equity Compensation.” | | (7) Reflects the market value of the number of PSUs set forth in the previous column as of December 31, 2025, based on a price of $174.01 per share, which was the closing price of our common stock as of that date. | | (8) 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. | | (9) The amounts shown represent the number of PSUs that may vest if performance goals are achieved at the maximum level over the 2024-2026 performance periods. For more information, see the section entitled “Executive Compensation—Elements of Our Named Executive Officers’ Compensation.” | | (10) One-fourth of the shares subject to the grant vest on August 20, 2026, and 1/16th of the shares subject to the grant shall vest each quarter thereafter. | | (11) The amounts shown represent the number of PSUs that may vest if performance goals are achieved at the maximum level over the May 20, 2025 through March 20, 2028 performance periods. For more information, see the section entitled “Executive Compensation—Elements of Our Named Executive Officers’ Compensation—Equity Compensation.” | | (12) 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. | | (13) 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. |

  39. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In the event of a qualified termination of employment, Dr. Diorio is eligible for severance and change in control benefits under the Diorio Agreement and Messrs. Baker and Phelan are eligible for severance and change in control benefits under the Executive Severance Policy. A qualified termination of employment is a termination of employment (i) by us other than for Cause, death or Disability, or (ii) resignation for Good Reason. Each such named executive officer is eligible for enhanced severance and change in control benefits in the event of a qualified termination during the period commencing three months prior to and ending 12 months following a “change in control” (the “Change in Control 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 upon a qualified termination of employment as of December 31, 2025. Mr. Mecklai resigned from the Company in May 2025 and was not eligible to receive severance payments and benefits as of December 31, 2025.

  40. Potential Payments upon Termination or Change in Control

    | | Qualified Termination outside of Change in Control Period | | | | Qualified Termination during a Change of Control Period | | | | | Name | Severance Payments(1) | Prorated Bonus(2) | Equity Acceleration(3) | Health Care Benefits(4) | Severance Payments(5) | Prorated Bonus(6) | Equity Acceleration (7)(8) | Health Care Benefits(9) | | Chris Diorio, Ph.D. | 450,000 | - | 3,384,495 | 24,535 | 900,000 | - | 6,974,843 | 49,070 | | Cary Baker | 203,000 | - | 674,811 | 17,222 | 406,000 | - | 2,698,199 | 34,443 | | Cathal Phelan | 197,500 | - | 851,257 | 12,267 | 395,000 | - | 3,404,332 | 24,535 | | Hussein Mecklai | - | - | - | - | - | - | - | - |

  41. Potential Payments upon Termination or Change in Control

    The amount shown in this column consists of continuing payments of the named executive officer’s base salary as of December 31, 2025, for a period of 12 months for Dr. Diorio and six months for Mr. Baker and Mr. Phelan. (2) The amount shown in this column for Mr. Baker and Mr. Phelan is the value of the 2025 annual bonus earned based on actual achievement. The value of the pro-rated portion of the annual bonus earned at 100% target achievement if the termination event occurred on December 31, 2025 would be $304,500 for Mr. Baker and $276,500 for Mr. Phelan. As described above, actual achievement for 2025 annual bonuses was 0%. (3) The amounts shown in this column consist of the value of accelerated vesting of outstanding and unvested time-based awards (12 months for Dr. Diorio, and 25% for Mr. Baker and Mr. Phelan), assuming a qualified termination occurred on December 31, 2025. Such values are calculated by multiplying (x) the number of accelerable shares, by (y) the closing price of our common stock of $174.01 per share on December 31, 2025, as reported on Nasdaq. (4) 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 12 months for Dr. Diorio and six months for Mr. Baker and Mr. Phelan. (5) The amount shown in this column consists of a lump sum payment of 200% of base salary as of December 31, 2025, for Mr. Diorio and 100% for Mr. Baker and Mr. Phelan. (6) The amount shown in this column is the value of the 2025 annual bonus based on the actual achievement. The value of the pro-rated portion of the annual bonus earned at 100% target achievement if the termination event occurred on December 31, 2025 would be $562,000 for Dr. Diorio, $304,500 for Mr. Baker and $276,500 for Mr. Phelan. As described above, actual achievement for 2025 annual bonuses was 0%. (7) The amount shown in this column for each named executive officer consists of the value of 100% of accelerated vesting of unvested and outstanding time-based equity awards, assuming a qualified termination occurring during the Change in Control Period. Such values are calculated by multiplying (x) the number of accelerable shares, by (y) the closing price of our common stock of $174.01 per share on December 31, 2025, as reported on Nasdaq. (8) 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 $174.01 per share on December 31, 2025 (as reported on Nasdaq), if the termination event occurred on December 31, 2025 would be: $11,454,034, for Dr. Diorio; $4,352,164, for Mr. Baker; and $3,769,579 for Mr. Phelan. The amount shown in this column for each of the named executive officers consist of the estimate cost of the reimbursement of premiums paid for continuation coverage under COBRA for the named executive officer and his eligible covered dependents for up to 24 months for Dr. Diorio and 12 months for Mr. Baker and Mr. Phelan.

  42. 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, 2025 (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 2025, 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, 2025. 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 $7,108,558. Our median employee compensation, as calculated using Summary Compensation Table requirements, was $203,359. Therefore, our CEO Pay Ratio for 2025 is approximately 35.0:1. 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.

  43. 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, 2021, 2022, 2023, 2024 and 2025, and our financial performance for each such fiscal year:

  44. 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) | | 2025 | 7,108,558 | 8,191,019 | 2,268,379 | 331,848 | 415.6 | 268.23 | (10.8) | 361.1 | 69.6 | | 2024 | 11,189,636 | 21,772,553 | 4,063,575 | 7,854,766 | 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 |

  45. 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 2025 reporting year are Cary Baker, Hussein Mecklai and Cathal Phelan. Our 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 reporting year 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:

  46. Pay versus Performance

    | Adjustments to Determine PEO Compensation Actually Paid | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total for PEO ($) | 7,108,558 | 11,189,636 | 6,796,272 | 5,461,705 | 5,909,698 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | 6,643,537 | 9,785,191 | 6,364,870 | 4,617,789 | 5,460,661 | | Plus Year-End Fair Value of Equity Awards Granted During | 6,950,744 | 11,502,652 | 3,568,455 | 9,045,148 | 10,187,649 |

  47. Pay versus Performance

    | Adjustments to Determine PEO Compensation Actually Paid | 2025 | 2024 | 2023 | 2022 | 2021 | | Year That Remained Unvested as of Last Day of Year | | | | | | | Plus Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | 2,402,646 | 5,424,739 | (2,682,482) | 3,847,161 | 6,657,732 | | Plus Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | (1,627,392) | 3,440,717 | (62,301) | 2,489,456) | 2,020,953 | | 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 ($) | 8,191,019 | 21,772,553 | 1,255,074 | 11,246,769 | 19,315,371 |

  48. 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. Stock options were a component of CAP in 2024, 2023, 2022 and 2021. We estimate the fair value of options using the Black-Scholes option-pricing model with the following assumptions for the periods presented:

  49. Pay versus Performance

    | Grant Year | 2025 | 2024 | 2023 | 2022 | 2021 | | Volatility | | 69.19-71.94% | 68.3 - 78.41% | 66.64 - 77.33% | 67.05 - 80.73% | | Expected life in years | | 3.04-3.27 years | 3.04 - 3.78 years | 2.98 - 4.29 years | 3.10 - 4.94 years | | Expected dividend yield | | 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% |

  50. 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:

  51. Pay versus Performance

    | Adjustments to Determine Average Non-PEO NEO Compensation Actually Paid | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 2,268,379 | 4,063,575 | 3,624,547 | 2,494,059 | 2,622,014 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) | 1,890,484 | 3,134,122 | 3,250,029 | 1,977,919 | 2,260,819 | | Plus Non-PEO NEO Average Year-End Fair Value of Equity Awards Granted During Year | 2,026,013 | 3,684,211 | 1,916,487 | 3,605,709 | 4,384,115 |

  52. Pay versus Performance

    | Adjustments to Determine Average Non-PEO NEO Compensation Actually Paid | 2025 | 2024 | 2023 | 2022 | 2021 | | That Remained Unvested as of Last Day of Year | | | | | | | Plus Non-PEO NEO Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | 443,190 | 2,092,757 | (809,715) | 1,795,035 | 3,474,821 | | 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 | (758,230) | 1,148,345 | (198,863) | (1,106,316) | 1,254,306 | | 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 | 1,757,020 | - | - | - | - | | 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 ($) | 331,848 | 7,854,766 | 1,282,427 | 4,810,568 | 9,474,437 |

  53. 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 of the year prior to the earliest year for which disclosure is required, 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, 2025. (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 of the year prior to the earliest year for which disclosure is required and (iii) our Company Selected Measures for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025: 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 2025:

  54. Pay versus Performance

    | Most Important Company Performance Measures for Determining NEO Compensation |

  55. Pay versus Performance

    | TSR | | Revenue | | Adjusted EBITDA* |

  56. Pay versus Performance

    * Non-GAAP financial measure. For a reconciliation of non-GAAP financial measures, see Appendix A.

  57. 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).