IMPINJ INC 8-K

What Happened Impinj, Inc. filed an 8‑K disclosing a Second Amendment (dated December 19, 2025) to CEO Chris Diorio’s employment agreement that modifies his severance eligibility and benefits on certain qualifying terminations. On the same date the Compensation Committee approved a standardized Executive Change‑in‑Control and Severance Policy (CIC Policy) and will offer participation agreements to certain executives, including CFO Cary Baker and Chief Innovation Officer Cathal Phelan. The report was filed December 22, 2025.

Key Details

• Amendment for CEO Chris Diorio:
  • If terminated in the Change‑of‑Control Period: lump sum = 200% of base salary; full accelerated vesting of time‑based equity; COBRA reimbursement for up to 24 months; prorated earned bonus; option exercise extension to 1 year.
  • If terminated outside that period: 12 months of base salary continuation; accelerated vesting to the extent awards would vest through 12 months; COBRA reimbursement for 12 months; option exercise extension to 1 year.
  • Severance conditioned on executing the company’s release (within 120 days) and structured to maximize after‑tax benefit if Section 4999 excise tax applies (no tax gross‑up).
• Executive CIC Policy (for designated participants such as CFO Baker and CIO Phelan):
  • Within Change‑of‑Control Period: lump sum = 100% base salary + 100% target bonus (prorated); COBRA 12 months; immediate 100% vesting of time‑based awards.
  • Outside Change‑of‑Control Period: 50% of base salary paid over six months; 100% target bonus prorated; COBRA 6 months; for Baker & Phelan immediate vesting of 25% of time‑based awards and 1‑year option exercise extension.
  • Severance conditioned on executing a separation agreement (effective within 60 days); payments structured to maximize after‑tax benefit if subject to excise tax (no tax gross‑ups).

Why It Matters These changes increase and standardize potential cash and equity payouts for the CEO and other senior executives in the event of termination or a change in control. For investors, that means the company has formalized stronger retention and change‑of‑control protections that could raise potential severance liability and accelerate equity dilution under certain scenarios. The provisions are typical governance/compensation items but are material to assess executive incentives, potential near‑term cash needs on qualifying terminations, and impacts on share‑based compensation.