Daniel Gibson
Director at PI
Board
About Daniel Gibson
Daniel Gibson, 44, is an independent director of Impinj (PI) who has served since 2018. He is a founding partner and chief investment officer of Sylebra Capital and qualifies as an audit committee financial expert under SEC rules; he holds a B.A. in economics from Amherst College . The board has determined he is independent under Nasdaq Rules, and he sits on the Audit & Risk Committee; he served on the Compensation Committee through the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sylebra Capital | Founding Partner & Chief Investment Officer | Not disclosed | Investment management expertise; TMT focus |
| Coatue Capital | Partner & Analyst | 2008–2011 | Technology investing experience |
| Calera Capital | Associate | 2006–2008 | Private equity experience |
| UBS Investment Bank | Media Group (Analyst) | Not disclosed | Capital markets exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sylebra Capital Limited | Founding Partner & CIO | Not disclosed | Affiliated with a 7.3% PI shareholder; Daniel Gibson may be deemed to have shared voting/dispositive power over Sylebra’s PI shares per SEC filings . |
Board Governance
| Category | Detail |
|---|---|
| Board structure | Chair: Steve Sanghi; CEO: Chris Diorio; roles separated |
| Independence | Board determined Gibson is independent; meets SEC/Nasdaq standards for Audit & Risk and Compensation Committees |
| Committees | Audit & Risk Committee member; Compensation Committee member until the 2025 Annual Meeting; Nominating & Governance Committee membership not listed for Gibson |
| Committee chairs | Audit & Risk Committee chair: Meera Rao; Compensation Committee chair: Umesh Padval; Nominating & Governance chair: Steve Sanghi |
| Audit expertise | Rao and Gibson designated “audit committee financial expert” |
| Meeting cadence (2024) | Board: 7 meetings; Audit & Risk: 5; Compensation: 4; Nominating & Governance: 2 |
| Attendance | No incumbent director attended fewer than 75% of board and committee meetings in 2024 |
| Annual meeting attendance | 2024 attendees listed: Washington, Diorio, Phelan, Rao (Gibson not listed among attendees) |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer (member) | 50,000 | Paid quarterly, unchanged in 2024 amendment |
| Audit & Risk Committee member fee | 12,500 | Annualized |
| Compensation Committee member fee | 10,000 | Annualized |
| Nominating & Governance Committee member fee | 10,000 | Annualized |
| Committee chair premiums | Audit 25,000; Comp 17,500; N&G 15,000 | Annualized |
| 2024 Director Cash Fees & Equity Value | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Daniel Gibson | 72,500 | 298,344 | 370,844 |
Performance Compensation
| Element | Structure | Quantification | Vesting / Triggers |
|---|---|---|---|
| Annual RSU grant (Outside Director Award) | Time-based RSUs | Annual award value increased from $200,000 to $250,000 effective Mar 31, 2024 | Vests at earlier of one year from grant or next annual meeting; full vesting upon Change in Control |
| Initial RSU grant | Time-based RSUs (pro-rated) | Increased from $200,000 to $250,000 effective Mar 31, 2024 | Same vesting; full vesting upon Change in Control |
| Board chair RSU grant | Time-based RSUs | $25,000 (unchanged) | Same vesting |
| Performance metrics tied to director compensation | None disclosed | N/A | Director equity is time-based, not performance-conditioned |
No performance scorecards (e.g., revenue, EBITDA, TSR) are disclosed for director compensation; director equity awards are time-based with a single-trigger Change-in-Control vesting provision .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in PI’s proxy for Gibson |
| Major shareholder affiliation | Sylebra Capital Limited beneficially owns 2,129,260 PI shares (7.3%); Gibson may be deemed to have shared voting/dispositive power over such shares as an owner of Sylebra and certain affiliates . |
| Committee interlocks | None reported; proxy states no interlock where PI executives sit on other entities’ boards/comp committees and vice versa over the past year . |
Expertise & Qualifications
- Audit/financial expertise and financial sophistication; designated audit committee financial expert .
- Skills matrix indicates Gibson’s strengths: business operations/manufacturing, ESG, financial/M&A, government/regulatory, industry innovation, international, public company leadership/board experience, risk management, strategy/sales/marketing .
- Education: B.A. in economics from Amherst College .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Apr 16, 2025) | 2,147,345 shares; 7.4% of outstanding |
| Footnote detail | “Consists of 2,147,345 shares held directly and the shares referenced in footnote (1) above.” (Footnote (1): Sylebra 2,129,260 shares; Gibson may be deemed to have shared voting/dispositive power) . |
| RSUs outstanding (Dec 31, 2024) | 1,811 RSUs; none vested as of that date |
| Stock ownership guidelines | Lesser of 5x annual cash board retainer or 2,000 shares; retain 100% of shares net of tax until later of Feb 16, 2028 or fifth anniversary of initial appointment; pledged shares and unvested awards do not count |
| Transfer restrictions | Directors may not sell, pledge, assign, or transfer shares received in outside director awards while serving, other than for tax obligations on vesting/settlement |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-06-06 | 2025-06-05 | Award (A) | RSUs | 3,114 | 0.00 | 3,114 | https://www.sec.gov/Archives/edgar/data/1114995/000141588925015993/0001415889-25-015993-index.htm |
| 2025-06-06 | 2025-06-05 | M-Exempt (conversion/settlement) | RSUs | 1,811 | 0.00 | 0 | https://www.sec.gov/Archives/edgar/data/1114995/000141588925015993/0001415889-25-015993-index.htm |
| 2025-06-06 | 2025-06-05 | M-Exempt (issuance) | Common Stock | 1,811 | 0.00 | 19,896 | https://www.sec.gov/Archives/edgar/data/1114995/000141588925015993/0001415889-25-015993-index.htm |
Governance Assessment
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Strengths
- Independent director with audit committee financial expert designation; sits on Audit & Risk Committee, which met five times in 2024; board reports no incumbent director fell below 75% attendance .
- Clear outside director compensation policy with conservative cash fees and time-based RSUs; ownership guidelines require meaningful retention and prohibit pledging of director-award shares, supporting alignment .
- Compensation Committee uses independent consultant (Compensia); committee met four times in 2024; no interlocks reported, limiting compensation governance conflicts .
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Potential Red Flags / Watch Items
- Affiliation with a significant shareholder: Sylebra Capital is a 7.3% holder; Gibson may be deemed to have shared voting/dispositive power over Sylebra’s PI shares. He serves on Audit & Risk and served (through the Annual Meeting) on Compensation—investors may monitor for any perceived influence or related-party exposure despite board’s independence determination and related-person transaction policy controls .
- Change-in-control single-trigger vesting for director awards accelerates vesting, which some investors view less favorably versus double-trigger protections .
- Not listed among directors attending the 2024 annual meeting (attendance encouraged but not required), which some governance-focused investors track for engagement signals .
-
Controls/Policies mitigating risk
- Formal related-party transaction policy requires Audit & Risk Committee approval/ratification, with recusal if a member is the related party; exclusions include ordinary-course transactions ≤$20,000 and interests solely from <10% equity ownership in another entity party to the transaction .
- Prohibition on selling/pledging director-award shares while serving, except for tax obligations, and stock ownership guideline retention until compliance date supports alignment .
Notes
- Committee transitions: Gibson will no longer serve on the Compensation Committee after the 2025 Annual Meeting; remains on Audit & Risk Committee .
- Skills emphasis: financial/M&A expertise, risk management, international exposure, and strategy/sales/marketing per the company’s skills matrix .