Cary Baker
Chief Financial Officer at PI
Executive
About Cary Baker
Cary Baker (age 49) is Chief Financial Officer of Impinj, Inc. since February 2020, with prior finance leadership roles at RealNetworks, HEAT Software, NetMotion Software, Clearwire, Boost Mobile and Sprint; he holds an MBA from Indiana University (Kelley) and a B.S. in Finance from University of Idaho . During his tenure, Impinj delivered 2024 revenue of $366.1M (+19% YoY), record adjusted EBITDA of $65.9M (+202% YoY), gross margin of 51.6%, and positive adjusted free cash flow of $66.2M; three-year TSR was 63.8% . For 2024 pay-versus-performance, CAP and performance metrics show revenue $366.1M, adjusted EBITDA $65.9M, and net income $40.8M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| RealNetworks, Inc. | SVP, CFO & Treasurer | May 2017–Feb 2020 | Public-company finance leadership; capital markets and treasury oversight |
| HEAT Software, Inc. | CFO | Feb 2015–Apr 2017 | Led finance through product/portfolio changes; operational finance |
| NetMotion Software (affiliate of HEAT) | CFO | Mar 2014–Oct 2016 | Affiliate CFO responsibilities; SaaS/mobile software finance |
| Clearwire Corporation | VP, Finance and finance leadership roles | May 2010–Nov 2013 | Wireless operator scale-up; corporate finance and FP&A roles |
| Boost Mobile; Sprint Corporation | Finance leadership roles | Prior to 2010 | Carrier/consumer telecom finance experience |
External Roles
No public company board roles or external directorships disclosed for Baker .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $356,250 | $371,251 | $387,403 |
| Target Bonus % of Salary | 65% | 75% | 75% |
| Target Bonus ($) | — | $281,250 | $292,500 |
Performance Compensation
Annual Bonus Plan Structure and 2024 Outcomes
| Component | Weight | Threshold | Target | Maximum | 2024 Achievement | Payout mechanics |
|---|---|---|---|---|---|---|
| Revenue | 45% | $307.4M | $332.3M | $375.0M | 179.1% of target | Linear interpolation 0–200% |
| Adjusted EBITDA | 45% | $25.7M | $33.3M | $44.0M | 200.0% of target | Linear interpolation 0–200% |
| Board Discretion | 10% | — | — | — | 5% | Up to 200% allowed |
| Total Plan Payout | 100% | — | — | — | 175.6% | Cash payout 100% in 2024 |
Resulting 2024 Non-Equity Incentive paid to Baker: $513,630 . Note: 2023 bonus plan paid zero to NEOs despite revenue growth, reflecting missed thresholds and negative discretion .
Equity Grants and Vesting Mix (2024 cycle)
| Grant Type | Grant Date | Count | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (relative TSR vs S&P Semiconductor Select Industry Index) | 3/23/2024 | 9,545 target | $1,996,814 | Earned 0–200% based on percentile; 3-year period 1/1/2024–12/31/2026; vests Mar 1, 2027 if earned |
| RSUs | 3/23/2024 | 9,545 | $1,215,556 | 25% on 3/23/2025, then 1/16 quarterly; fully vested by 3/23/2028 |
PSU payout curve (earned % of target):
- Below 25th percentile: none; 50th percentile: 100%; 75th percentile and above (for 2024 PSUs): 200% (capped at 100% if TSR negative) .
Prior PSU Payouts (performance concluded in 2024)
| PSU Cohort | Target eligible to vest in 2024 | Payout % | Vested PSUs |
|---|---|---|---|
| 2022 PSU grant (3-year tranche) | 3,125 | 200% | 6,250 |
2023 RSU/PSU Grant Reference (for vest schedule)
| Grant Type | Count | Vesting notes |
|---|---|---|
| RSUs (3/23/2023) | 7,665 | 25% on 3/23/2024, then 1/16 quarterly |
| PSUs (3/23/2023) | 7,665 target | 3-year TSR period 1/1/2023–12/31/2025 |
Recent Equity Realization (2024)
| Metric | 2024 |
|---|---|
| Shares acquired on option exercise (#) | 45,000 |
| Value realized on option exercise ($) | $5,233,961 |
| Shares acquired on RSU/PSU vesting (#) | 27,916 |
| Value realized on vesting ($) | $3,381,570 |
Equity Ownership & Alignment
- Beneficial ownership: 82,730 shares held directly and options to purchase 3,500 shares exercisable within 60 days as of April 16, 2025 (all vested); less than 1% ownership .
- Executive stock ownership guidelines: CFO must hold lesser of 2× salary or 6,000 shares; until achieved, retain 100% of net shares by later of Feb 16, 2028 and 5th anniversary of becoming an executive . Based on disclosed beneficial ownership, Baker exceeds the 6,000-share guideline threshold .
- Anti-hedging/anti-pledging: Executives prohibited from hedging and pledging company stock; Rule 10b5‑1 plans permitted only with cooling-off periods and open windows .
Selected outstanding/unvested awards at 12/31/2024:
| Award | Unvested Units | Market Value ($) |
|---|---|---|
| RSUs (2024 grant) | 9,545 | $1,386,507 (at $145.26/share) |
| PSUs (2024 target) | 9,545 | $1,386,507 (at $145.26/share, at target) |
| RSUs (2023 grant) | 4,312 | $626,361 |
| RSUs (2022 grant) | 3,907 | $567,531 |
| RSUs (2021 grant) | 1,875 | $272,363 |
| Options (exercisable) | 3,500 @ $33.73, exp. 2/24/2030 | — |
Employment Terms
- At-will employment (agreement dated Jan 9, 2020) .
- Severance (termination without cause or for Good Reason): 6 months base salary; pro‑rated portion of any earned annual bonus; COBRA reimbursements or taxable equivalent for 6 months; acceleration of 25% of then-unvested equity; extension of vested option exercise up to 1 year .
- Change-of-control (within 12 months): 100% acceleration of unvested RSUs/options; PSUs value depends on performance achievement up to change; severance remains 6 months base; COBRA/taxable equivalent; pro-rated bonus .
- Good Reason (for Baker): material salary reduction (>10% threshold for materiality), material diminution in authority/responsibilities, or material relocation (>50 miles); notice and 30-day cure required .
Potential payments table (eligibility as of 12/31/2024):
| Scenario | Severance ($) | Pro-rated Bonus ($) | Equity Acceleration ($) | Health Benefits ($) |
|---|---|---|---|---|
| No CoC / outside Qualifying Termination Period | $195,000 | $513,630 | $713,227 (25% unvested RSUs/options) | $15,433 |
| Within 12 months of Change of Control | $195,000 | $513,630 | $2,852,761 (100% unvested RSUs/options; PSUs at target separately disclosed) | $15,433 |
| PSUs at target value (illustrative at $145.26/share) | — | — | $2,953,862 | — |
Policies enhancing alignment and governance:
- Clawback policy adopted 2022, amended 2023 to comply with Dodd-Frank/Nasdaq; non-discretionary recovery upon restatement .
- Insider trading policy (10b5-1 cooling-off; prohibits hedging/pledging/margin accounts) .
- Executive ownership guidelines, retention of net shares until guideline met .
- Say-on-pay approval: ~93% in 2024, indicating strong shareholder support for NEO pay programs .
Multi-year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $356,250 | $371,251 | $387,403 |
| Bonus | $0 | $181,333 | $0 |
| Stock Awards | $1,427,600 | $2,491,661 | $3,212,370 |
| Non-Equity Incentive Plan Compensation | $181,833 | $0 | $513,630 |
| All Other Compensation | $12,524 | $13,274 | $11,009 |
| Total | $1,978,207 | $2,876,186 | $4,124,412 |
Investment Implications
- Alignment: Baker’s pay mix is ~50% PSUs/50% RSUs annually with relative TSR as the PSU metric and multi-year vesting, directly tying compensation to shareholder outcomes; anti-hedging/anti-pledging and ownership guidelines strengthen alignment .
- Retention: Significant unvested RSUs/PSUs (e.g., 2024 and 2023 grants) support retention; severance is modest (6 months base) but change-of-control provides full RSU/option acceleration, which can influence executive incentives around strategic transactions .
- Selling pressure: 2024 saw material option exercises and RSU/PSU vesting; while Rule 10b5-1 plans and policy constraints mitigate opportunistic trading, quarterly vesting cadence may create regular liquidity events to cover taxes .
- Performance linkage: 2024 bonus metrics drove a 175.6% payout on strong revenue and adjusted EBITDA execution, signaling pay-for-performance discipline; 2023 zero payout underscores downside sensitivity when targets are missed .
- Governance risk flags: No tax gross-ups, clawback in place, and strong say-on-pay support reduce governance risk; pledging prohibited; no related-party transactions tied to Baker disclosed .