Meera Rao
Director at PI
Board
About Meera Rao
Meera Rao, 64, is an independent director of Impinj, Inc. (PI) since February 2022 and serves as chair of the Audit and Risk Committee; she is a certified public accountant (inactive) with an MBA from the University of Rochester and deep semiconductor finance and operations experience . She also serves on the Nominating and Governance Committee and is deemed an “audit committee financial expert” under SEC rules by Impinj’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monolithic Power Systems | Chief Financial Officer | Jan 2011 – Mar 2016 | Led finance at a high-performance analog semiconductor company |
| Monolithic Power Systems | VP Finance | Jan 2009 – Dec 2010 | Financial leadership |
| Integration Associates Inc. | Senior executive roles | 2004 – 2006 | Semiconductor operations/finance |
| Atrica | Executive roles | 2002 – 2003 | Networking technology experience |
| Raza Foundries | Executive roles | 2000 – 2002 | Semiconductor/venture operations |
| NVIDIA | Executive role | Feb 1998 – May 1999 | Semiconductor industry experience |
| AMD | Executive role | 1988 – 1998 | Long-tenured semiconductor finance/ops |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Rambus | Director | Since Aug 2019 | Chair, Audit Committee; Member, Cyber Risk Committee |
Board Governance
- Committee assignments: Chair, Audit and Risk Committee; Member, Nominating and Governance Committee .
- Independence: Board determined Ms. Rao is independent under Nasdaq rules; also independent for audit and nominating committees .
- Attendance and engagement: In 2024 the board held 7 meetings; no incumbent director attended fewer than 75% of board/committee meetings; Ms. Rao attended the 2024 annual meeting .
- Audit and Risk Committee activity: 5 meetings in 2024; oversight of accounting, financial reporting, internal controls and enterprise risk management; Rao and Gibson designated “financial experts” .
- Nominating and Governance Committee activity: 2 meetings in 2024; board composition, governance guidelines, ESG oversight .
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Board retainer (cash) | 50,000 | Paid quarterly in arrears |
| Audit and Risk Committee chair fee | 25,000 | Paid quarterly in arrears |
| Nominating & Governance Committee member fee | 10,000 | Paid quarterly in arrears |
| Total cash fees earned (2024) | 85,000 | Director compensation table (2024) |
Performance Compensation
| Equity Element | 2024 Grant Value ($) | Shares/Units | Vesting |
|---|---|---|---|
| Annual RSU award | 298,344 | RSUs outstanding: 1,811 (unvested at 12/31/2024) | Outside director awards vest at the earlier of 1-year from grant or next annual meeting; full vesting upon Change in Control |
| Performance Metrics Tied to Director Compensation | Target | Weight | Status |
|---|---|---|---|
| None disclosed for outside directors | N/A | N/A | N/A |
Key policy parameters:
- Equity award framework: initial and annual RSU awards; annual award value increased from $200,000 to $250,000 effective Mar 31, 2024; board-chair annual RSU remains $25,000 .
- Per-share value determination uses a 20-trading-day window around quarterly earnings to size RSUs .
- Maximum director equity grant in any year capped at $500,000 grant-date fair value; sale/pledge restrictions during service, except to cover taxes .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Rambus | Director; Audit Chair; Cyber Risk Committee member | Impinj’s exec compensation peer group includes Rambus, potentially creating informational interlocks; Ms. Rao is not on Impinj’s Compensation Committee, mitigating direct influence |
Expertise & Qualifications
- Designated “audit committee financial expert”; financial sophistication per Nasdaq .
- CPA (inactive); MBA, University of Rochester .
- Decades of semiconductor finance/operations across AMD, NVIDIA, Monolithic Power Systems and others .
- Skills matrix highlights financial expertise, risk management, industry experience, and public company leadership .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 6,397 shares |
| Ownership as % of shares outstanding | ~0.022% (6,397 / 28,983,130) |
| Unvested director RSUs (12/31/2024) | 1,811 RSUs |
| Director ownership guideline | Lesser of 5x annual board retainer or 2,000 shares |
| Compliance status | Meets: 6,397 shares ≥ 2,000-share threshold |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
- Strengths: Independent director; chair of Audit and Risk Committee with financial expert designation; robust ERM oversight; strong meeting cadence and at least 75% attendance; anti-hedging/anti-pledging and clawback policies bolster investor alignment .
- Compensation alignment: Cash fees reflect chair and committee roles; equity grants are time-based RSUs with conservative vesting; director stock ownership guidelines with retention requirements until compliance date (later of Feb 16, 2028 or 5 years from appointment) .
- Potential interlock risk: Service on Rambus board while Rambus is in Impinj’s compensation peer group; mitigated as Rao is not on Impinj’s Compensation Committee .
- Shareholder sentiment: 2024 say‑on‑pay approval ~93% for NEOs indicates supportive governance environment and compensation design, a positive backdrop for board oversight .
Insider Trades
- We searched for Form 4 (insider transaction) filings for PI and found none in the document repository during our check (ListDocuments doc_types="4"). If you want, we can run a dedicated insider-trades query for Meera Rao and produce a transaction table.
Notes on Related‑Party Transactions
- Policy requires Audit and Risk Committee approval/ratification of related‑party transactions; exclusions exist for de minimis/ordinary-course items; no family relationships among directors/executives; Rao is designated independent by the board .