Exhibit 10.1
IMPINJ, INC.
OUTSIDE DIRECTOR COMPENSATION POLICY
(as amended May 26, 2022 (the “Effective Date”))
Impinj, Inc. (the “Company”) believes that the granting of cash compensation and equity to members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain, and reward Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding grants of cash compensation and equity to its Outside Directors. Unless defined in this Policy, capitalized terms are defined in the Company’s 2016 Equity Incentive Plan, as may be amended from time to time (the “Plan”). Each Outside Director is solely responsible for any tax obligations he or she incurs from the receipt of any compensation under this Policy.
Annual Cash Retainer
Each Outside Director will be paid an annual cash retainer of $40,000. There are no per-meeting attendance fees for attending Board meetings. This cash compensation will be paid quarterly in arrears on a prorated basis.
Chair Annual Cash Retainer
Each Outside Director who serves as chair of the Board or chair of a committee of the Board will be eligible to earn additional annual fees as follows:
Chair of the Board: $17,500
Chair of Audit and Risk Committee: $16,000
Chair of Nominating and Corporate Governance Committee: $10,000
Chair of Compensation Committee $10,000
This additional cash compensation will be paid quarterly in arrears on a prorated basis.
Committee Member Annual Cash Retainer
Effective as of the Effective Date, each Outside Director who serves as a member of a committee of the Board (other than the chair of such committee) will be eligible to earn additional annual fees as follows:
Member of Audit and Risk Committee: $8,000
Member of Nominating and Corporate Governance Committee: $5,000
Member of Compensation Committee $5,000
This additional cash compensation will be paid quarterly in arrears on a prorated basis.
Outside Directors may be granted all types of equity awards (except incentive stock options) under the Plan or any other Company equity plan in place at the time of grant, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors under this Policy will be made in accordance with this Section 2 and no Awards may be made if they would exceed any limitations under the Plan.
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Each Outside Director’s reasonable, customary and documented travel expenses to Board and Board committee meetings will be reimbursed by the Company.
All provisions of the Plan not inconsistent with this Policy will apply to Automatic Outside Director Awards granted to Outside Directors.
The Board, in its discretion, may at any time change and otherwise revise the terms of the cash compensation granted under this Policy, including, without limitation, the amount or timing of payment of any future grants of cash compensation. The Board, in its discretion, may at any time change and otherwise revise the terms of Automatic Outside Director Awards to be granted under this Policy, including, without limitation, the number of Shares subject thereto. The Board, in its discretion, may at any time suspend or terminate the Policy.
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