Umesh Padval
Director at PI
Board
About Umesh Padval
Independent director (age 67) at Impinj (PI) since November 2020; venture investor and former CEO with deep technology and engineering background. He is Managing Director at Thomvest Ventures (since February 2016) and previously Partner at Bessemer Venture Partners . Education: B.Tech., IIT Bombay; M.S., Pennsylvania State University; M.S., Stanford University . Core board credentials include cybersecurity, financial/M&A expertise, risk management, international experience, and public company board experience per the board’s skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C-Cube Microsystems | Chief Executive Officer | Not disclosed | CEO experience cited in PI biography |
| Bessemer Venture Partners | Partner | Not disclosed | Venture investing experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomvest Ventures | Managing Director | Since Feb 2016 | VC portfolio oversight; tech focus |
| Bolster, Inc. | Board Member | Current | Not disclosed |
| Qwiet AI (f/k/a ShiftLeft) | Board Member | Current | Not disclosed |
| Relyance AI | Board Member | Current | Not disclosed |
| StackGen | Board Member | Current | Not disclosed |
| Avalanche Technology | Board Member | Current | Not disclosed |
Board Governance
- Independence: Board determined Padval is independent under Nasdaq rules; also independent for committee service .
- Committees: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Engagement: Board met seven times in 2024; no incumbent director attended fewer than 75% of board/committee meetings . Compensation Committee met four times; Nominating & Governance met two times in 2024 .
- Shareholder support: 2025 director election votes For/Against—Padval: 21,886,622 For; 571,368 Against; 32,752 Abstentions; indicates strong support .
- Compensation Committee quality: Committee composed entirely of independent directors; no interlocks; Compensia engaged as independent compensation consultant; committee reported no conflicts of interest .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Policy effective March 31, 2024 |
| Compensation Committee chair fee | $17,500 | Annual, paid quarterly |
| Nominating & Governance committee member fee | $10,000 | Annual, paid quarterly |
| Total fees earned (Padval) | $77,500 | Matches policy math ($50k + $17.5k + $10k) |
| Director stock award (grant-date fair value) | $298,344 | Annual RSU grant, ASC 718 fair value |
| Total 2024 director compensation | $375,844 | Fees + stock award |
Outside Director Compensation Policy
- Equity award values updated effective March 31, 2024: Initial award $250,000; Annual award $250,000; Board chair annual award $25,000 .
- Vesting: Earlier of one year from grant date or next annual meeting; full vesting on Change in Control .
- Per share value: Average trading price around quarterly earnings window determines RSU quantity .
Performance Compensation
| Metric | Disclosure for Directors |
|---|---|
| Performance metrics tied to director equity | None; outside director awards are time-based RSUs only |
| Vesting schedule | RSUs vest by next annual meeting or 1-year anniversary; CIC full vest |
Other Directorships & Interlocks
- Current public company boards: Not disclosed for Padval; private company boards listed above .
- Compensation committee interlocks: None; no executive officer of PI served on boards/comp committees of entities with PI execs serving reciprocally .
- Significant shareholders represented on PI board: Daniel Gibson (Sylebra Capital) is a director; Sylebra beneficial ownership 7.3% (as of 11/14/2024 filing) . No interlock involving Padval disclosed.
Expertise & Qualifications
- Skills matrix checkmarks for Padval: cybersecurity; financial expertise/M&A/business development/integration; risk management; international; public company leadership/board experience; industry experience and innovation; strategy/sales/marketing/brand .
Equity Ownership
| Item | Amount/Details | Date/Status |
|---|---|---|
| Beneficial ownership, common stock | 1,729 shares | As of record date April 16, 2025 |
| Unvested RSUs held | 1,811 shares | As of Dec 31, 2024 (none vested by that date) |
| RSU vest/settlement (non-derivative acquisition) | 1,811 common shares; post-transaction ownership 3,540 shares | Transacted June 5, 2025; Form 4 filed June 6, 2025 |
| Annual RSU grant (director) | 3,114 RSUs | Granted June 5, 2025 at annual meeting, per outside director policy |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for directors/officers | |
| Director stock ownership guidelines | Lesser of 5× annual cash board retainer or 2,000 shares; must retain 100% of net shares until guideline met by later of Feb 16, 2028 or 5th anniversary; pledged and unvested shares do not count |
Alignment assessment: Post-vest 2025 holdings indicated at 3,540 shares exceed the 2,000-share guideline threshold count basis, suggesting share-count compliance; ongoing retention requirements apply by policy .
Insider Trades (Form 4 Highlights)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Owned | Link |
|---|---|---|---|---|---|---|---|
| 2025-06-06 | 2025-06-05 | M-Exempt (RSU settlement) | Common Stock | 1,811 | $0.00 | 3,540 | |
| 2025-06-06 | 2025-06-05 | A (Award) | Restricted Stock Units | 3,114 | $0.00 | 3,114 (derivative holding) |
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 93% approval (excluding broker non-votes), indicating strong support for compensation program .
- 2025 say-on-pay votes: 19,684,906 For; 2,782,424 Against; 23,411 Abstentions .
Compensation Committee Analysis
- Committee members (2024): Chair Umesh Padval; members Daniel Gibson (departing post-Annual Meeting) and Miron Washington; all independent .
- Consultant: Compensia engaged; independence assessed; no conflicts found .
- Responsibilities: Oversees executive and director compensation, incentive plans, and equity programs; met four times in 2024 .
- Report: Committee recommended inclusion of CD&A; signed by Padval (Chair), Gibson, Washington .
Potential Conflicts and Related-Party Exposure
- Related-party transaction policy requires Audit & Risk Committee approval/ratification; excludes certain standard transactions and minority interests .
- No related-party transactions disclosed involving Padval in the proxy sections reviewed; no compensation committee interlocks .
Governance Assessment
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Strengths:
- Independent director with relevant cybersecurity, financial, and risk oversight skills .
- Chairs Compensation Committee; uses independent consultant; no interlocks, supporting governance quality .
- Strong shareholder support in 2025 director election; solid say-on-pay results in 2024 and 2025 .
- Anti-hedging/anti-pledging policies; robust director ownership guidelines; post-2025 vesting holdings exceed share-count threshold .
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Watch items:
- Venture portfolio board roles in adjacent tech (AI/cybersecurity) should be monitored for any future commercial relationships with Impinj; none disclosed to date .
- Attendance disclosed at aggregate level; individual attendance not itemized—continue monitoring engagement via committee meeting participation .
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RED FLAGS: None identified in filings reviewed—no pledging/hedging, no related-party transactions, no interlocks, and strong shareholder support .