IMPINJ INC (PI)
Sector: Information Technology
2026 Annual Meeting Analysis
IMPINJ INC · Meeting: May 28, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Co-founder and CEO with board tenure since 2000; PI's 3-year price return of 68% is strong positive (>20%), and the gap versus the compensation peer group median 3-year TSR of 120.8% is approximately 52.8pp, which is below the 65pp threshold required to trigger an AGAINST vote at this TSR tier — no TSR trigger fires.
Director since 2018 with relevant technology investment expertise; 3-year peer TSR gap of 52.8pp is below the 65pp threshold for strong-positive absolute TSR companies, so no TSR trigger fires, and no overboarding, attendance, or independence concerns are noted.
Director since 2020 with semiconductor and venture capital experience; the 3-year peer TSR gap of 52.8pp does not reach the 65pp trigger threshold, and no other policy flags apply.
Director and Board Chair since 2021/2022 with deep semiconductor executive experience; the 3-year peer TSR gap of 52.8pp falls below the 65pp threshold, and although Mr. Sanghi rejoined Microchip as interim CEO in late 2024 and also serves on the Intel board, the policy trigger for sitting CEOs holding 2+ outside seats applies — however, his interim CEO role at Microchip ended and his primary role is Executive Chairman, not CEO, so the sitting-CEO overboarding rule does not clearly apply; no other flags are triggered.
Director since 2022 with strong financial expertise (CPA, former CFO) and semiconductor background; the 3-year peer TSR gap of 52.8pp is below the 65pp threshold, and no overboarding, attendance, or independence concerns are present.
Director since March 2023, just over 24 months of tenure, meaning the TSR trigger applies proportionally; the 52.8pp gap does not reach the 65pp threshold in any case, so no AGAINST vote is warranted, and no other flags apply.
Director since October 2025, well within the 24-month new-director exemption from the TSR trigger, and no overboarding, attendance, or independence concerns are identified.
All seven director nominees receive a FOR vote. PI's 3-year price return of 68% is strongly positive, and while the company trails its compensation peer group median 3-year TSR by approximately 52.8 percentage points, this gap falls below the 65pp threshold required to trigger an AGAINST vote for companies with strong positive absolute returns. No overboarding, attendance, independence, or qualifications concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Chris Diorio, Ph.D.
Total Comp
$7,108,558
Prior Support
88%%
The prior year say-on-pay vote received approximately 88% support, well above the 70% threshold that would require a response. CEO total compensation of approximately $7.1 million is reasonable for a technology company of Impinj's roughly $4.4 billion market cap. The pay structure is well-designed: 50% of equity is in performance stock awards tied to relative total shareholder return versus the S&P Semiconductor Select Industry Index over a multi-year period, and no cash bonus was paid for 2025 because the company missed its revenue and adjusted EBITDA targets — demonstrating that incentive pay is genuinely at risk and aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
6 yrs
Audit Fees
$1,982,634
Non-Audit Fees
$3,600
EY has served as Impinj's auditor since 2020, giving it approximately 6 years of tenure — well below the 25-year threshold for concern. Non-audit fees of $3,600 represent less than 0.2% of audit fees of $1,982,634, far below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a company of Impinj's size and complexity.
Actual Vote Results
Meeting held May 28, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Arthur Valdez, Jr. | 99.4% | 25.0M | 161,495 | ✓ Elected |
| Chris Diorio | 99.3% | 25.2M | 176,044 | ✓ Elected |
| Miron Washington | 98.0% | 24.7M | 509,874 | ✓ Elected |
| Daniel Gibson | 95.2% | 24.0M | 1.2M | ✓ Elected |
| Meera Rao | 94.5% | 23.8M | 1.4M | ✓ Elected |
| Umesh Padval | 93.5% | 23.5M | 1.6M | ✓ Elected |
| Steve Sanghi | 68.2% | 17.2M | 8.0M | ✓ Elected |
Broker non-votes: 1.5M
Say on Pay
For 24.3M · Against 1.0M · Abstain 22,033
Auditor Ratification
For 26.8M · Against 22,670 · Abstain 15,794
Other Proposals
Proposal 4
Approval of the 2026 Equity Incentive Plan
Overall Assessment
Impinj's 2026 annual meeting ballot presents four proposals: all seven director nominees receive a FOR vote as the company's strong positive 3-year absolute return means the peer TSR gap does not reach the policy trigger threshold; Ernst & Young is ratified with minimal non-audit fees and only 6 years of tenure; the say-on-pay program earns a FOR vote due to an 88% prior-year approval, at-risk equity comprising the majority of CEO pay tied to multi-year relative TSR, and zero bonus paid in 2025 reflecting genuine pay-for-performance discipline. The 2026 Equity Incentive Plan (Proposal 4) is outside this policy's current coverage scope.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing