Meera Rao
IMPINJAbout 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 .