Steve Sanghi

About Steve Sanghi

Steve Sanghi (age 69) is Impinj’s independent Board Chair (since June 2022) and a director since March 2021. He is Executive Chairman of Microchip Technology (since March 2021) and rejoined as Interim CEO and President in November 2024; earlier he served as Microchip’s CEO and Chairman (1993–Mar 2021) and President & CEO (1991–1993). He previously held management roles at Waferscale Integration and Intel. Education: B.S. in Electronics & Communication (Punjab University) and M.S. in Electrical & Computer Engineering (University of Massachusetts) .

Past Roles

External Roles

Board Governance

• Roles and independence: Independent director; Chair of the Board since June 2022; member of Audit & Risk Committee; Chair of Nominating & Governance (N&G) Committee. Board affirms independence under Nasdaq rules for Sanghi and for all his committee assignments .
• Committee assignments (2024): Audit & Risk (Meera Rao, Chair; Daniel Gibson; Steve Sanghi); Compensation (Umesh Padval, Chair; Daniel Gibson; Miron Washington); N&G (Steve Sanghi, Chair; Umesh Padval; Meera Rao) .
• Board leadership: CEO and Chair roles are separated (Chair: Sanghi; CEO: Chris Diorio), enabling oversight focus by Chair and operational focus by CEO .
• Attendance and engagement: Board met 7 times in 2024; Audit & Risk met 5 times; Compensation met 4 times; N&G met 2 times; no incumbent director attended fewer than 75% of the meetings of the Board and committees on which they served .

Fixed Compensation

• Policy (effective Mar 31, 2024): Annual cash retainer $50,000 for all directors; Board Chair additional $25,000; Audit & Risk member $12,500 (Chair $25,000); Compensation member $10,000 (Chair $17,500); N&G member $10,000 (Chair $15,000; increased from $10,000 pre‑3/31/24). Cash is paid quarterly, pro‑rated .
• 2024 actuals for Sanghi: Cash fees $101,264; total director compensation $429,426 .

Notes:

• Differences between expected and actual reflect proration around the March 31, 2024 policy update and service timing; cash fees are paid quarterly in arrears .

Performance Compensation

• 2024 stock awards (grant-date fair value): $328,162 for Sanghi .
• Structure: Non-employee directors receive time-based RSUs: annual award $250,000; additional Chair RSU award $25,000; initial award $250,000 for first-time directors. RSUs vest at the earlier of one year from grant or the next annual meeting; full acceleration upon Change in Control. Directors may defer settlement; equity award annual cap $500,000 grant-date fair value under the 2016 Plan .

Other Directorships & Interlocks

• Current outside role: Executive Chairman and Interim CEO/President at Microchip Technology, Inc. .
• Prior public company directorships: Mellanox Inc., Hittite Microwave, Myomo Inc. .
• Compensation Committee interlocks (PI): None reported for 2024; no officer-director cross-appointments creating interlocks .

Expertise & Qualifications

• Board-identified skills for Sanghi include: Business operations/supply chain/manufacturing; ESG; Government/legal/regulatory/policy; Industry experience and innovation; International experience; Public company leadership/board; Risk management; Strategy/sales/marketing .

Equity Ownership

Ownership alignment and policies:

• Director stock ownership guidelines: Lesser of 5× annual cash board retainer or 2,000 shares; no fixed deadline to achieve, but until achieved, must retain 100% of net shares by the later of Feb 16, 2028 or fifth anniversary of initial appointment. Pledged shares and unvested/unearned equity do not count toward guideline .
• Based on guideline of 2,000 shares and Sanghi’s 48,057 shares, he exceeds the ownership guideline .
• Anti-hedging/anti-pledging: Directors are prohibited from hedging and from pledging company securities or holding them in margin accounts .

Related-Party Transactions and Conflicts

• Patent acquisition: On June 23, 2023, Impinj acquired a patent for $250,000 from a related party in which Sanghi holds an executive leadership position; the patent (pertaining to endpoint IC products) expires July 17, 2026 and is carried as an intangible asset .
• Potential supplier relationship: Impinj is in discussions with the same entity for possible IC manufacturing services; no definitive agreement yet. The Audit & Risk Committee has been kept apprised per the Related-Person Transactions Policy .
• Related-party policy: Audit & Risk Committee pre-approves/ratifies related-party transactions; considers benefits, materiality, alternative sources, terms, and third-party comparables. Certain de minimis and ordinary-course transactions are excluded. Committee members with conflicts recuse .

Governance Assessment

• Strengths:
  • Independent Chair separate from CEO enhances oversight; Board confirms Sanghi’s independence under Nasdaq rules, including committee independence .
  • High engagement: No incumbent director below 75% attendance; committees met regularly (Audit 5x; Comp 4x; N&G 2x) in 2024 .
  • Strong alignment: Ownership of 48,057 shares exceeds the 2,000-share director guideline; mandatory retention until compliant further aligns incentives .
  • Risk controls: Audit & Risk oversight of related-party matters and robust anti-hedge/anti-pledge policy for directors .
• Risks / RED FLAGS to monitor:
  • Related-party exposure: Patent purchase from an entity where Sanghi has an executive role and ongoing discussions for IC manufacturing services create potential conflicts; oversight exists, but future contracts could heighten scrutiny .
  • External time commitments: Interim CEO/President duties at Microchip since Nov 2024 increase bandwidth demands; continued monitoring of attendance and engagement advisable .
• Compensation structure signals:
  • Director pay mix is primarily time-based RSUs (no performance conditions), which is standard but provides less performance linkage; 2024 stock award value of $328,162 and cash $101,264 are within policy parameters and market practice, with equity policy updated in Mar 2024 to $250k annual + $25k Chair RSU .

Director Compensation (Detail)

Policy references:

• Cash: Board member $50,000; Chair $25,000; Audit member $12,500; N&G Chair $15,000 (effective 3/31/24); paid quarterly in arrears .
• Equity: Annual RSU $250,000; Board Chair RSU $25,000; initial RSU $250,000; vest at 1 year or next annual meeting; full vest on Change in Control; annual per-director equity cap $500,000 grant-date fair value; deferral permitted .

Independence, Attendance, and Engagement

• Independence: Board determined Sanghi is independent under Nasdaq; Audit, Compensation, and N&G committee memberships meet SEC and Nasdaq independence standards .
• Attendance: No incumbent director under 75% attendance for Board and committees; Board met 7 times in 2024 .
• Leadership: Chair role focused on oversight; CEO leads management; structure reviewed periodically by Board .

Say-on-Pay & Shareholder Matters

• Majority voting standard for directors with resignation policy if an incumbent receives more “Against” than “For” votes; public disclosure of the decision within 90 days .

Equity Ownership & Alignment Table

Potential Conflicts and Related-Party Exposure

• 2023 patent purchase ($250,000) from an entity where Sanghi holds an executive leadership position; potential future IC manufacturing services under discussion; Audit & Risk Committee oversight in place .
• Related-Party Transactions Policy describes pre-approval and review standards; committee members recuse if conflicted .

Summary

• Overall, Sanghi brings deep semiconductor leadership and governance experience, serves as an independent Chair with active committee roles, exceeds ownership guidelines, and operates under robust anti-hedge/pledge and related-party oversight frameworks. The primary risk is potential conflicts tied to entities where he holds executive roles, mitigated by committee oversight; investors should monitor any consummated manufacturing arrangements and ongoing time commitments from his interim CEO role at Microchip .