IMPINJ INC (PI)
Sector: Information Technology
2026 Annual Meeting Analysis
IMPINJ INC · Meeting: May 28, 2026
Directors FOR
2
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and director since 2000, Dr. Diorio's tenure fully overlaps the underperformance period; PI's 3-year return of -18.3% trails the compensation peer group median of +115.0% by 133.3 percentage points — far exceeding the 20-point trigger threshold for companies with negative absolute returns — and the 5-year record does not cure this, as PI's 5-year return of +107.6% still trails the peer median of +191.2% by 83.6 percentage points, above the applicable threshold.
Mr. Gibson has served since 2018, meaning his tenure fully overlaps the 3-year underperformance period; PI's stock has trailed the peer group median by 133.3 percentage points over three years, well above the 20-point trigger, and the 5-year record also underperforms peers by 83.6 percentage points, so the longer-term mitigant does not apply.
Mr. Padval joined in November 2020, giving him well over 24 months of tenure and substantial overlap with the 3-year underperformance period; PI's 3-year return trails the peer median by 133.3 percentage points, far above the 20-point threshold, and the 5-year performance also underperforms peers by 83.6 percentage points, so the mitigant does not apply.
Mr. Sanghi joined in March 2021, giving him over three years of tenure that fully overlaps the underperformance period; PI's 3-year return trails the peer median by 133.3 percentage points, far exceeding the 20-point trigger, and the 5-year record also trails peers by 83.6 percentage points so the mitigant does not reduce this to a FOR vote.
Ms. Rao joined in February 2022 and has served more than 36 months, giving her tenure substantial overlap with the 3-year underperformance period; PI's 3-year return trails the peer median by 133.3 percentage points, well above the 20-point trigger, and the 5-year performance also trails peers by 83.6 percentage points, so the longer-term mitigant does not apply.
For Analysis
Mr. Washington joined in March 2023, shortly after the underperformance period was already well underway, providing meaningful mitigating context; while his 37-month tenure technically exceeds the 24-month new-director exemption, the policy directs us to acknowledge that directors who joined during an already-established underperformance period bear less accountability for it, and on balance a FOR vote is appropriate given his limited time on the board.
Mr. Valdez joined the board in October 2025, less than 12 months ago, and is fully exempt from the TSR trigger under the 24-month new-director exemption; no other disqualifying flags apply.
Five of seven director nominees — including the CEO/founder Chris Diorio, and long-tenured independent directors Gibson, Padval, Sanghi, and Rao — receive AGAINST votes because PI's 3-year stock return of -18.3% trails the compensation peer group median of +115.0% by 133 percentage points, far exceeding the policy's 20-point trigger for companies with negative absolute returns, and the 5-year record also underperforms peers. The two newer directors, Washington (joined March 2023) and Valdez (joined October 2025), receive FOR votes based on limited tenure and new-director exemptions.
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 reflects a pay mix that is heavily weighted toward variable, performance-based pay — roughly 50% in time-based stock awards and 50% in performance stock awards tied to relative total shareholder return versus the S&P Semiconductor Select Industry Index — with no bonus paid in 2025 because the company missed its revenue and adjusted EBITDA targets, demonstrating that the incentive structure is working as intended. While PI's stock has underperformed peers over three years, the zero bonus payout for 2025 shows that variable pay is genuinely at risk and was withheld when performance fell short, which satisfies the pay-for-performance alignment check.
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 (approximately 6 years), well below the 25-year tenure threshold; 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 $3.3 billion market-cap company; no restatements or other concerns are present.
Overall Assessment
The 2026 Impinj annual meeting presents four proposals; the most significant governance concern is severe stock underperformance — PI's 3-year return of -18.3% trails the compensation peer group median by over 133 percentage points — leading to AGAINST votes for five of seven director nominees, while the auditor ratification and say-on-pay proposals both pass the relevant policy screens and receive FOR votes. The equity incentive plan (Proposal 4) is outside the scope of this policy and carries no vote determination.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing