IMPINJ INC, DEF 14A filed on 4/16/2026
Proxy Statement (definitive)
v3.26.1
Document and Entity Information
12 Months Ended
Dec. 31, 2025
Cover [Abstract]  
Document Type DEF 14A
Amendment Flag false
Entity Registrant Name IMPINJ, INC.
Entity Central Index Key 0001114995
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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:

 

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

(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:

 

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

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

(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:

 

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%

 

(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:

 

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

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

 

(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.

       
Company Selected Measure Name Revenue        
Named Executive Officers, Footnote 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.        
Peer Group Issuers, Footnote 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.        
PEO Total Compensation Amount $ 7,108,558 $ 11,189,636 $ 6,796,272 $ 5,461,705 $ 5,909,698
PEO Actually Paid Compensation Amount $ 8,191,019 21,772,553 1,255,074 11,246,769 19,315,371
Adjustment To PEO Compensation, Footnote
(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:

 

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

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

       
Non-PEO NEO Average Total Compensation Amount $ 2,268,379 4,063,575 3,624,547 2,494,059 2,622,014
Non-PEO NEO Average Compensation Actually Paid Amount $ 331,848 7,854,766 1,282,427 4,810,568 9,474,437
Adjustment to Non-PEO NEO Compensation Footnote

(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:

 

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

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

       
Compensation Actually Paid vs. 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:

img151192306_1.jpg

       
Compensation Actually Paid vs. Net Income

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:

img151192306_2.jpg

       
Compensation Actually Paid vs. Company Selected Measure

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:

img151192306_3.jpg

       
Total Shareholder Return Vs Peer Group

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:

img151192306_1.jpg

       
Tabular List, Table

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:

 

Most Important Company Performance Measures for Determining NEO Compensation

TSR

Revenue

Adjusted EBITDA*

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

       
Total Shareholder Return Amount $ 415.6 561.72 348.14 422.2 343
Peer Group Total Shareholder Return Amount 268.23 287.31 238.72 142.94 219.51
Net Income (Loss) $ (10,800,000) $ 40,800,000 $ (43,400,000) $ (24,300,000) $ (51,300,000)
Company Selected Measure Amount 361,100,000 366,100,000 307,500,000 257,800,000 190,300,000
PEO Name Chris Diorio, Ph.D.        
The fair value of Volatility Minimum   69.19% 68.30% 66.64% 67.05%
The Fair Value Of Expected Life In Years Minimum   3 years 14 days 3 years 14 days 2 years 11 months 23 days 3 years 1 month 6 days
The Fair Value Of Expected Dividend Yield   0.00% 0.00% 0.00% 0.00%
The Fair Value Of Risk Free Rate Minimum   4.01% 3.54% 1.00% 0.06%
The Fair Value Of Volatility Maximum   71.94% 78.41% 77.33% 80.73%
The Fair Value Of Expected Life In Years Maximum   3 years 3 months 7 days 3 years 9 months 10 days 4 years 3 months 14 days 4 years 11 months 8 days
The Fair Value Of Risk Free Rate Maximum   4.77% 5.44% 4.57% 1.44%
Measure:: 1          
Pay vs Performance Disclosure          
Name TSR        
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Compensation Actually Paid vs. Other Measure

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:

 

img151192306_4.jpg

       
Other Performance Measure, Amount 69,600,000 65,900,000 21,800,000 28,900,000 9,100,000
Name Adjusted EBITDA*        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (6,643,537) $ (9,785,191) $ (6,364,870) $ (4,617,789) $ (5,460,661)
PEO | Fair Value Of Equity Awards Granted During Year That Remained Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,950,744 11,502,652 3,568,455 9,045,148 10,187,649
PEO | Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,402,646 5,424,739 (2,682,482) 3,847,161 6,657,732
PEO | Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vested During Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,627,392) 3,440,717 (62,301) (2,489,456) 2,020,953
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,890,484) (3,134,122) (3,250,029) (1,977,919) (2,260,819)
Non-PEO NEO | Fair Value Of Equity Awards Granted During Year That Remained Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,026,013 3,684,211 1,916,487 3,605,709 4,384,115
Non-PEO NEO | Fair Value From Last Day Of Prior Year To Last Day Of Year Of Unvested Equity Awards          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 443,190 2,092,757 (809,715) 1,795,035 3,474,821
Non-PEO NEO | Fair Value From Last Day Of Prior Year To Vesting Date Of Unvested Equity Awards That Vested During Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (758,230) $ 1,148,345 $ (198,863) $ (1,106,316) $ 1,254,306
Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,757,020)        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

We do not grant equity awards on a predetermined schedule, but the Compensation Committee (or the Board for our CEO or CIO for the time he served on the Board of Directors) has historically made equity grants to our named executive officers when equity awards are granted to other eligible employees. Annual grants are typically made in the first quarter of the fiscal year. The Compensation Committee (or the Board when appropriate) typically grant equity awards during an open trading window. We do not make equity grants in anticipation of the release of material, nonpublic information, and, we have not taken, nor do we intend to take, material nonpublic information into account when determining the terms of equity grants. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.

Award Timing Method We do not grant equity awards on a predetermined schedule, but the Compensation Committee (or the Board for our CEO or CIO for the time he served on the Board of Directors) has historically made equity grants to our named executive officers when equity awards are granted to other eligible employees. Annual grants are typically made in the first quarter of the fiscal year. The Compensation Committee (or the Board when appropriate) typically grant equity awards during an open trading window.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not make equity grants in anticipation of the release of material, nonpublic information, and, we have not taken, nor do we intend to take, material nonpublic information into account when determining the terms of equity grants.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true