Chris Diorio
About Chris Diorio
Chris Diorio, Ph.D., is Impinj’s co‑founder, Chief Executive Officer (since Nov 2014), and Vice Chair (since Sept 2013); he has served on the board since 2000. He is 63, holds a B.A. in physics (Occidental College) and M.S./Ph.D. in electrical engineering (Caltech), and is an affiliate professor at the University of Washington. Under his leadership, 2024 revenue grew 19% to $366.1M, Adjusted EBITDA rose 202% to $65.9M, gross margin reached 51.6%, and three‑year cumulative TSR was 63.8% (outperforming relevant semiconductor indices), indicating strong pay‑for‑performance alignment in the most recent year .
Board governance: Diorio is CEO and Vice Chair; the board is chaired by independent director Steve Sanghi. The board has determined all directors are independent except Diorio and Cathal Phelan; all key committees are fully independent. Separation of Chair and CEO roles mitigates dual‑role concerns; Diorio receives no additional director fees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Impinj | Chair | 2000–Jan 2013 | Founding governance leadership during scale‑up |
| Impinj | Vice Chair | Sept 2013–present | Ongoing board leadership alongside CEO role |
| Impinj | Chief Strategy & Technology Officer | Sept 2013–Nov 2014 | Transitioned technology strategy pre‑CEO tenure |
| Impinj | Chief Technology Officer | Nov 2006–Sept 2013 | Led core RAIN RFID platform innovation |
| Impinj | VP Engineering | 2004–2006 | Built engineering organization and delivery |
| Impinj | Consultant | Apr 2000–Jun 2004 | Early architecture and company formation support |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| University of Washington | Affiliate Professor, CSE | Ongoing | Academic/industry bridge; talent and research pipeline |
| RAIN Alliance | Former Director and Chair | Prior service | Standards leadership in RAIN RFID ecosystem |
| GS1 Innovation Board | Director | Ongoing | Influence on item‑level identity standards |
| EPCglobal Board of Governors | Director | Ongoing | Supply‑chain standards and interoperability |
| Bluegiga Technologies | Former Director | Prior service | Wireless connectivity expertise |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary rate ($) | 420,000 | 435,000 | Increased effective Apr 3, 2024 |
| Salary paid ($) | 415,001 | 432,923 | Reflects mid‑year increase timing |
- CEO stock ownership guideline: lesser of 5x salary or 16,000 shares; retention of net shares until the later of Feb 16, 2028 or fifth anniversary of becoming an executive. Diorio’s beneficial holdings (1,090,263 shares; 3.7%) substantially exceed the 16,000‑share minimum .
Performance Compensation
Annual Bonus (Cash)
| Item | 2023 | 2024 |
|---|---|---|
| Target bonus (% of base) | 125% | 125% |
| Target bonus ($) | 525,000 | 543,750 |
| Plan metrics/weights | Revenue 45%; Adj. EBITDA 45%; Board discretion 10% | Revenue 45%; Adj. EBITDA 45%; Board discretion 10% |
| Performance vs targets | — | Revenue 179.1%; Adj. EBITDA 200%; Board discretion 5% |
| Total payout (% of target) | — | 175.6% |
| Non‑equity incentive paid ($) | — | 954,825 |
Notes:
- 2024 plan maintained 0–200% payout curve; linear interpolation between thresholds; board discretion slice reduced vs 2023 .
Equity Awards and Structure
- Equity mix: Since 2021, PI eliminated stock options for executives, shifting to a 50/50 mix of RSUs and PSUs to strengthen performance alignment and retention .
- 2024 grants: RSUs 29,075 and PSUs (target) 29,075; target equity value $6,000,000 .
- RSU vesting: 25% on Mar 23, 2025; remaining 75% vests in equal quarterly installments through Mar 23, 2028, subject to service .
- PSU design: 3‑year relative TSR vs S&P Semiconductor Select Industry Index; payout 0% below 25th percentile, 100% at 50th; 200% at ≥75th percentile if TSR positive (capped at 100% if negative TSR) . 2024 PSU performance period: Jan 1, 2024–Dec 31, 2026 .
- Recent PSU outcomes: 2022 PSU tranche vested at 200% (92nd percentile) for the 2022–2024 performance period; Diorio vested 20,750 PSUs in 2024 .
| 2024 Equity Grants (CEO) | Units | Grant date fair value ($) |
|---|---|---|
| RSUs | 29,075 | 3,702,701 |
| PSUs (target) | 29,075 | 6,082,490 |
| PSU Payout Curve (summary) | TSR ≥75th pct | TSR =50th pct | TSR <25th pct |
|---|---|---|---|
| If TSR positive | 200% | 100% | 0% |
| If TSR negative | 100% | 100% | 0% |
Equity Ownership & Alignment
- Beneficial ownership: 1,090,263 shares (3.7%), including 487,494 via DFT L.L.C., 362,694 directly, and options to purchase 240,075 shares exercisable within 60 days of April 16, 2025 (all vested by Apr 12, 2025) .
- Anti‑hedging/anti‑pledging: Hedging and pledging are prohibited; Rule 10b5‑1 plans permitted with cooling‑off periods, reducing leverage and trading‑timing risk .
- Executive stock ownership guidelines: CEO must hold lesser of 5x base salary or 16,000 shares; retention policy until 2028; Diorio’s holdings exceed 16,000‑share minimum, supporting alignment .
- 2024 equity activity indicating potential supply: Diorio exercised 191,661 options (realized value $27.56M) and had 75,751 shares vest from stock awards (value $9.32M); while exercises do not necessarily imply sales, they are notable liquidity events .
Selected outstanding/earned equity (as of Dec 31, 2024)
| Category | Detail |
|---|---|
| Vested, unexercised options | 47,039 @ $33.77 (exp 8/11/2027); 40,536 @ $22.40 (exp 6/15/2028); 62,500 @ $35.16 (exp 9/6/2029); 100,000 @ $26.84 (exp 6/15/2030) |
| Unvested RSUs | 6,250 (grant 4/12/2021); 12,969 (3/23/2022); 11,014 (3/23/2023); 29,075 (3/23/2024) |
| In‑flight PSUs (target) | 19,580 (2023–2025); 29,075 (2024–2026) |
| 2022 PSUs vesting result | 20,750 vested in 2024 at 200% payout |
Director compensation and pledging restrictions:
- Diorio receives no director cash or equity compensation in his director capacity; outside directors are separately compensated and barred from pledging shares while serving .
Employment Terms
- Employment: At‑will; original agreement 2007 (amended/restated 2008; amended 2009) .
- Severance (no change in control): 6 months’ base salary, pro‑rated annual bonus, up to 6 months COBRA reimbursement (or taxable equivalent), 25% acceleration of unvested equity, up to one‑year post‑termination option exercise extension; subject to release and compliance with non‑competition/non‑solicitation .
- Severance (within 12 months post change in control; double‑trigger): 12 months’ base salary plus lump‑sum 50% of base salary, pro‑rated annual bonus, up to 6 months COBRA, 100% acceleration of unvested equity, up to one‑year option exercise extension .
- Quantified change‑in‑control economics (as of 12/31/2024): If terminated without cause/for good reason during the 12‑month CoC period: severance payments $652,500; pro‑rated 2024 bonus $954,825; equity acceleration $8,615,080 (excluding PSU performance variability); healthcare $10,981 .
- Clawback: Non‑discretionary recovery policy adopted 2022 and amended 2023 to comply with Dodd‑Frank/Nasdaq listing standards .
- Tax gross‑ups: None provided (Sections 280G/4999/409A); cut‑back to avoid excise tax if beneficial .
- Insider trading & plans: 10b5‑1 trading plans allowed with cooling‑off; no shorting/derivatives; no pledging .
Board Governance
| Attribute | Details |
|---|---|
| Board roles | CEO and Vice Chair; independent Chair (Steve Sanghi) |
| Independence | All directors independent except Diorio and Phelan |
| Committees | Audit & Risk (Rao – Chair, Gibson, Sanghi); Compensation (Padval – Chair, Washington, Gibson until 2025 AM); Nominating & Governance (Sanghi – Chair, Padval, Rao) |
| Meetings/attendance | 7 board meetings in 2024; no incumbent director <75% attendance |
| Say‑on‑pay outcome | 93% approval at 2024 annual meeting |
Performance & Track Record
| Measure | 2024 Result | Context |
|---|---|---|
| Revenue ($M) | 366.1 | +19% YoY; fourth consecutive year of double‑digit growth |
| Adjusted EBITDA ($M) | 65.9 | +202% YoY (non‑GAAP) |
| Gross margin (%) | 51.6 | +220 bps YoY |
| Adjusted FCF ($M) | 66.2 | Swing from $(68)M in 2023 (non‑GAAP) |
| 3‑yr TSR (%) | 63.8 | Outperformed PHLX Semiconductor Index by 30.9 pts and S&P Semiconductor Select Industry Index by 4.25 pts |
Most important compensation performance measures: TSR, Revenue, Adjusted EBITDA (per pay‑versus‑performance disclosures) .
Compensation Structure Analysis
- Mix shift and at‑risk pay: Since 2021, options eliminated; 50% PSUs and 50% RSUs emphasize long‑term relative TSR and retention, reducing windfall optionality (lower risk than options) .
- Bonus rigor: 2024 plan equally weighted revenue and Adjusted EBITDA (90% combined), with modest board discretion (10%, reduced from 2023); actual 2024 payout at 175.6% reflects substantial outperformance on both metrics .
- PSU rigor: Relative TSR with downside to 0% below 25th percentile and capped at 100% if TSR negative; outperformance evidenced by 200% payout for 2022 grant tranche (92nd percentile) .
- Governance controls: Independent compensation committee and consultant (Compensia) engaged; no tax gross‑ups; clawback adopted and updated to listing standards .
Director Compensation (for Diorio)
- Diorio receives no additional director compensation; outside directors receive cash and RSU retainers with 1‑year vesting; outside directors barred from pledging and must meet stock ownership guidelines .
Equity Ownership Detail (CEO)
| Component | Amount |
|---|---|
| Beneficial ownership (shares) | 1,090,263 (3.7%) |
| Components | 487,494 DFT L.L.C.; 362,694 direct; options to purchase 240,075 shares exercisable within 60 days (vested as of Apr 12, 2025) |
| 2024 option exercises | 191,661 shares; $27,564,648 realized value |
| 2024 stock vesting | 75,751 shares; $9,319,168 value |
Pledging/Hedging: Prohibited for executives and directors; 10b5‑1 plans allowed with cooling‑off provisions .
Employment Terms (Quantified Illustration as of 12/31/2024)
| Scenario | Severance payments ($) | Pro‑rated bonus ($) | Equity acceleration ($) | Health care ($) |
|---|---|---|---|---|
| Termination w/o cause or for good reason (no CoC) | 217,500 | 954,825 | 2,153,915 | 10,981 |
| Termination w/o cause or for good reason during 12 months post‑CoC | 652,500 (incl. 12 months’ salary + 50% base) | 954,825 | 8,615,080 | 10,981 |
Notes: PSU acceleration values in table use target assumptions; actual depends on performance through transaction date .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited (reduces misalignment risk) .
- Clawback: In place and compliant with SEC/Nasdaq (improves accountability) .
- Tax gross‑ups: Not provided (shareholder‑friendly) .
- Option repricing: Not disclosed; options eliminated from exec grants since 2021 .
- Related‑party transactions: Policy requires audit committee approval; no specific transactions disclosed for Diorio .
Compensation Peer Group (2024)
A10 Networks; ACM Research; Ambarella; Cambium Networks; CEVA; Digi International; Globalstar; Indie Semiconductor; iRhythm Technologies; Lattice Semiconductor; MaxLinear; Mesa Laboratories; Mitek Systems; nLight; Ooma; PDF Solutions; Rambus; SiTime; Universal Display .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approved by ~93% of votes cast; committee engaged with investors and continued pay design emphasizing at‑risk equity .
Investment Implications
- Alignment: High at‑risk mix (50% PSUs with relative TSR), strong 2024 operating performance, and robust three‑year TSR support pay‑for‑performance alignment; CEO well above ownership guideline with anti‑hedging/anti‑pledging constraints .
- Retention vs supply: Multi‑year RSU/PSU vesting through 2028 provides retention but creates recurring settlement supply; 2024 saw significant option exercises and vesting value, signaling periodic liquidity events even as pledging is prohibited .
- Change‑in‑control economics: Double‑trigger with full acceleration and 12‑month salary plus 50% base creates standard market protection without gross‑ups; equity acceleration magnitude ($8.6M at year‑end values) implies meaningful incentive to maintain TSR momentum .
- Governance quality: Independent chair, independent committees, strong say‑on‑pay outcome, clawback policy, and use of an independent consultant indicate disciplined oversight, mitigating CEO/board dual‑role risks .