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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/24 Impinj Inc. 10-K 12/31/23 109:15M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.40M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 47K
3: EX-10.28 Material Contract HTML 161K
4: EX-10.29 Material Contract HTML 139K
5: EX-21.1 Subsidiaries List HTML 32K
6: EX-23.1 Consent of Expert or Counsel HTML 34K
11: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 52K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 35K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 35K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 33K
13: R1 Document and Entity Information HTML 105K
14: R2 Consolidated Balance Sheets HTML 142K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
16: R4 Consolidated Statements of Operations HTML 112K
17: R5 Consolidated Statements of Comprehensive Loss HTML 58K
18: R6 Consolidated Statements of Changes in HTML 82K
Stockholders' Equity
19: R7 Consolidated Statements of Cash Flows HTML 154K
20: R8 Consolidated Statements of Cash Flows HTML 32K
(Parenthetical)
21: R9 Pay vs Performance Disclosure HTML 43K
22: R10 Insider Trading Arrangements HTML 75K
23: R11 Description of Business HTML 34K
24: R12 Summary of Significant Accounting Policies HTML 153K
25: R13 Fair Value Measurements HTML 316K
26: R14 Inventory HTML 46K
27: R15 Property and Equipment HTML 58K
28: R16 Goodwill and Intangible Assets HTML 95K
29: R17 Income Taxes HTML 198K
30: R18 Long-term Debt HTML 123K
31: R19 Stockholders' Equity HTML 40K
32: R20 Stock-Based Awards HTML 190K
33: R21 Leases HTML 96K
34: R22 Commitments and Contingencies HTML 60K
35: R23 Deferred Revenue HTML 51K
36: R24 Segment Reporting HTML 89K
37: R25 Net Loss Per Share HTML 71K
38: R26 Related-Party Transactions HTML 41K
39: R27 Retirement Plans HTML 37K
40: R28 Restructuring HTML 36K
41: R29 Subsequent Events HTML 34K
42: R30 Summary of Significant Accounting Policies HTML 205K
(Policies)
43: R31 Summary of Significant Accounting Policies HTML 96K
(Tables)
44: R32 Fair Value Measurements (Tables) HTML 312K
45: R33 Inventory (Tables) HTML 47K
46: R34 Property and Equipment (Tables) HTML 55K
47: R35 Goodwill and Intangible Assets (Tables) HTML 94K
48: R36 Income Taxes (Tables) HTML 193K
49: R37 Long-term Debt (Tables) HTML 97K
50: R38 Stock-Based Awards (Tables) HTML 182K
51: R39 Leases (Tables) HTML 101K
52: R40 Deferred Revenue (Tables) HTML 46K
53: R41 Segment Reporting (Tables) HTML 83K
54: R42 Net Loss Per Share (Tables) HTML 73K
55: R43 Summary of Significant Accounting Policies - HTML 49K
Schedule of Revenue and Accounts Receivable
Concentration (Details)
56: R44 Summary of Significant Accounting Policies - HTML 117K
Additional Information (Details)
57: R45 Summary of Significant Accounting Policies - HTML 40K
Summary of Allowance for Sales Returns (Details)
58: R46 Summary of Significant Accounting Policies - HTML 50K
Schedule of Property and Equipment Estimated
Useful Lives (Details)
59: R47 Fair Value Measurements - Summary of Assets HTML 96K
Measured at Fair Value on Recurring Basis
(Details)
60: R48 Fair Value Measurements - Schedule of Additional HTML 39K
Information of Liabilities Measured at Fair Value
for Company Utilized Level 3 Inputs to Determine
Fair Value (Details)
61: R49 Fair Value Measurements - Additional Information HTML 65K
(Details)
62: R50 Fair Value Measurements - Schedule of Cost Or HTML 67K
Amortized Cost, Gross Unrealized Gains, Gross
Unrealized Losses, And Total Estimated Fair Value
Of Financial Assets (Details)
63: R51 Inventory - Schedule of Inventories (Details) HTML 40K
64: R52 Property and Equipment - Schedule of Property and HTML 50K
Equipment (Details)
65: R53 Property and Equipment - Additional Information HTML 38K
(Details)
66: R54 Goodwill and Intangible Assets - Additional HTML 70K
Information (Details)
67: R55 Goodwill and Intangible Assets - Schedule of HTML 39K
Goodwill (Details)
68: R56 Goodwill and Intangible Assets - Schedule of HTML 54K
Intangible Assets (Details)
69: R57 Goodwill and Intangible Assets - Schedule of HTML 46K
Estimated Intangible Asset Amortization Expense
(Details)
70: R58 Income Taxes - Summary of Components of Income HTML 40K
(Loss) before Income Taxes (Details)
71: R59 Income Taxes - Summary of Income Tax Benefit HTML 56K
(Expense) (Details)
72: R60 Income Taxes - Reconciliation of U.S. Federal HTML 52K
Statutory Income Tax Rate to Effective Income Tax
Rate (Details)
73: R61 Income Taxes - Summary of Significant Components HTML 70K
of Deferred Tax Assets and Liabilities (Details)
74: R62 Income Taxes - Additional Information (Details) HTML 56K
75: R63 Income Taxes - Total Balance of Unrecognized Tax HTML 35K
Benefits (Details)
76: R64 Long-term Debt - Summary of Outstanding Principal HTML 50K
Amount and Carrying Value (Details)
77: R65 Long-term Debt - Additional Information (Details) HTML 140K
78: R66 Long-term Debt - Schedule of Notes (Details) HTML 58K
79: R67 Long-term Debt - Schedule of Interest Expense HTML 52K
(Details)
80: R68 Stockholders' Equity - Additional Information HTML 42K
(Details)
81: R69 Stock-Based Awards - Summary of Stock-Based HTML 43K
Compensation Expense (Details)
82: R70 Stock-Based Awards - Additional Information HTML 107K
(Details)
83: R71 Stock-Based Awards - Summary of Stock Options HTML 62K
Activity (Details)
84: R72 Stock-Based Awards - Schedule of Stock Options HTML 55K
Valuation Assumptions (Details)
85: R73 Stock-Based Awards - Summary of Restricted Stock HTML 75K
Units (Details)
86: R74 Stock Based Awards - Summary of Information HTML 51K
Related to Granted and Vested RSUs, PSUs and MSUs
(Details)
87: R75 Stock-Based Awards - Schedule of Employee Stock HTML 51K
Purchase Plan Valuation Assumptions (Details)
88: R76 Leases - Components of Lease Expense (Details) HTML 41K
89: R77 Leases - Supplemental Cash Flow Information HTML 41K
Related to Operating Leases (Details)
90: R78 Leases - Schedule of Weighted-Average Remaining HTML 35K
Lease Terms and Weighted-Average Discount Rate
Related to Operating Leases (Details)
91: R79 Leases - Schedule of Future Lease Payments under HTML 54K
Operating Leases (Details)
92: R80 Commitments and Contingencies - Additional HTML 98K
Information (Details)
93: R81 Deferred Revenue - Summary of Changes in Deferred HTML 40K
Revenue (Details)
94: R82 Deferred Revenue - Additional Information HTML 32K
(Details)
95: R83 Segment Reporting - Additional Information HTML 47K
(Details)
96: R84 Segment Reporting - Summary of Revenue Categories HTML 40K
(Details)
97: R85 Segment Reporting - Summary of Long-lived Assets HTML 42K
Geography (Details)
98: R86 Segment Reporting - Summary of Sales by Geography HTML 42K
(Details)
99: R87 Net Loss Per Share - Reconciliation of the HTML 62K
Numerator and Denominator used in Computing Basic
and Diluted Net Loss Per Share (Details)
100: R88 Net Loss Per Share - Computation of Diluted Net HTML 46K
Loss Per Share Effect in Antidilutive (Details)
101: R89 Related-Party Transactions - Additional HTML 59K
Information (Details)
102: R90 Retirement Plans - Additional Information HTML 34K
(Details)
103: R91 Restructuring - Additional Information (Details) HTML 45K
104: R92 Subsequent Events - Additional Information HTML 41K
(Details)
106: XML IDEA XML File -- Filing Summary XML 201K
109: XML XBRL Instance -- pi-20231231_htm XML 3.64M
105: EXCEL IDEA Workbook of Financial Report Info XLSX 208K
12: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.01M
Linkbases Document -- pi-20231231
107: JSON XBRL Instance as JSON Data -- MetaLinks 739± 1.15M
108: ZIP XBRL Zipped Folder -- 0000950170-24-013874-xbrl Zip 631K
| EX-97.1 |
Impinj, Inc.
AMENDED AND RESTATED COMPENSATION RECOVERY POLICY
As initially adopted on February 23, 2023 and as amended August 9, 2023
Impinj, Inc. (the “Company”) is committed to strong corporate governance. As part of this commitment, the Company’s Board of Directors (the “Board”) has adopted this Amended and Restated Compensation Recovery Policy (the “Policy”), which Policy supersedes in full the original Compensation Recovery Policy adopted by the Compensation Committee of the Board (the “Committee”) on February 23, 2023. The Policy is intended to further the Company’s pay-for-performance philosophy and to comply with applicable law by providing for the reasonably prompt recovery of certain executive compensation in the event of an Accounting Restatement. Capitalized terms used in the Policy are defined below, and the definitions have substantive impact on its application so reviewing them carefully is important to your understanding.
The Policy, which was approved as set forth above, is intended to comply with Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), with Exchange Act Rule 10D-1 and with the listing standards of the national securities exchange (the “Exchange”) on which the securities of the Company are listed. The Policy will be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, Exchange Act Rule 10D-1 and with the listing standards of the Exchange, including any interpretive guidance provided by the Exchange.
In summary, the Policy provides rules related to the reasonably prompt recovery of certain incentive-based compensation received by Executive Officers. The application of the Policy to Executive Officers is not discretionary, except to the limited extent provided below, and applies without regard to whether an Executive Officer was at fault.
Persons Covered by the Policy
The Policy is binding and enforceable against all Executive Officers. “Executive Officer” means each individual who is or was ever designated as an “officer” by the Board in accordance with Exchange Act Rule 16a-1(f). Each Executive Officer will be required to sign and return to the Company an acknowledgement that such Executive Officer will be bound by the terms and comply with the Policy. The failure to obtain such acknowledgement will have no impact on the applicability or enforceability of the Policy.
Administration of the Policy
The Committee has full delegated authority to administer the Policy. The Committee is authorized to interpret and construe the Policy and to make all determinations necessary, appropriate, or advisable for the administration of the Policy. In addition, if determined in the discretion of the Board, the Policy may be administered by the independent members of the Board or another committee of the Board made up of independent members of the Board, in which case all references to the Committee will be deemed to refer to the independent members of the Board or the other Board committee. All determinations of the Committee will be final and binding and will be given the maximum deference permitted by law.
Events Requiring Application of the Policy
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period
FILENAME \p \* MERGEFORMAT 4883-2466-2379 v.1.docx
or left uncorrected in the current period (an “Accounting Restatement”), then the Committee must determine what compensation, if any, must be recovered.
Compensation Covered by the Policy
The Policy applies to certain Incentive-Based Compensation (certain terms used in this Section are defined below) that is Received on or after October 2, 2023 (the “Effective Date”), during the Covered Period while the Company has a class of securities listed on a national securities exchange. Such Incentive-Based Compensation is considered “Clawback Eligible Incentive-Based Compensation” if the Incentive-Based Compensation is Received by a person after such person became an Executive Officer and the person served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation. The Incentive-Based Compensation that must be recovered is the amount of Clawback Eligible Incentive-Based Compensation that exceeds the amount of Clawback Eligible Incentive-Based Compensation that otherwise would have been Received had such Clawback Eligible Incentive-Based Compensation been determined based on the restated amounts (such compensation, as computed without regard to any taxes paid, the “Excess Compensation,” is referred to in the listings standards as “erroneously awarded incentive-based compensation”).
To determine the amount of Excess Compensation for Incentive-Based Compensation based on stock price or total shareholder return, where it is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange.
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. For the avoidance of doubt, no compensation that is potentially subject to recovery under the Policy will be earned until the Company’s right to recover under the Policy has lapsed. The following items of compensation are not Incentive-Based Compensation under the Policy: salaries, bonuses paid solely at the discretion of the Compensation Committee or Board that are not paid from a bonus pool that is determined by satisfying a Financial Reporting Measure, bonuses paid solely upon satisfying one or more subjective standards and/or completion of a specified employment period, non-equity incentive plan awards earned solely upon satisfying one or more strategic measures or operational measures, and equity awards for which the grant is not contingent upon achieving any Financial Reporting Measure performance goal and vesting is contingent solely upon completion of a specified employment period (e.g., time-based vesting equity awards) and/or attaining one or more non-Financial Reporting Measures.
“Financial Reporting Measures” are measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the Securities and Exchange Commission.
Incentive-Based Compensation is “Received” under the Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment, vesting, settlement or grant of the Incentive-Based Compensation occurs after the end of that period. For the avoidance of doubt, the Policy does not apply to Incentive-Based Compensation for which the Financial Reporting Measure is attained prior to the Effective Date.
“Covered Period” means the three completed fiscal years immediately preceding the Accounting Restatement Determination Date. In addition, Covered Period can include certain transition periods resulting from a change in the Company’s fiscal year. The Company’s obligation to recover Excess Compensation is not dependent on if or when the restated financial statements are filed.
-2-
“Accounting Restatement Determination Date” means the earliest to occur of: (a) the date the Board, a committee of the Board, or one or more of the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
Repayment of Excess Compensation
The Company must recover such Excess Compensation reasonably promptly and Executive Officers are required to repay Excess Compensation to the Company. Subject to applicable law, the Company may recover such Excess Compensation by requiring the Executive Officer to repay such amount to the Company by direct payment to the Company or such other means or combination of means as the Committee determines to be appropriate (these determinations do not need to be identical as to each Executive Officer). These means may include:
The repayment of Excess Compensation must be made by an Executive Officer notwithstanding any Executive Officer’s belief (whether legitimate or non-legitimate) that the Excess Compensation had been previously earned under applicable law and therefore is not subject to clawback.
In addition to its rights to recovery under the Policy, the Company or any affiliate of the Company may take any legal actions it determines appropriate to enforce an Executive Officer’s obligations to the Company or to discipline an Executive Officer, including (without limitation) termination of employment, institution of civil proceedings, reporting of misconduct to appropriate governmental authorities, reduction of future compensation opportunities or change in role. The decision to take any actions described in the preceding sentence will not be subject to the approval of the Committee and can be made by the Board, any committee of the Board, or any duly authorized officer of the Company or of any applicable affiliate of the Company.
Limited Exceptions to the Policy
The Company must recover the Excess Compensation in accordance with the Policy except to the limited extent that the conditions set forth below are met, and the Committee determines that recovery of the Excess Compensation would be impracticable:
-3-
Other Important Information in the Policy
The Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and Chief Financial Officer, as well as any other applicable laws, regulatory requirements, rules, or pursuant to the terms of any existing Company policy or agreement providing for the recovery of compensation. For the avoidance of doubt, any Incentive Compensation (as defined in the Prior Policy) paid to Executive Officers prior to the Effective Date shall continue to be subject to the terms of the Prior Policy.
Notwithstanding the terms of any of the Company’s organizational documents (including, but not limited to, the Company’s bylaws), any corporate policy or any contract (including, but not limited to, any indemnification agreement), neither the Company nor any affiliate of the Company will indemnify or provide advancement for any Executive Officer against any loss of Excess Compensation. Neither the Company nor any affiliate of the Company will pay for or reimburse insurance premiums for an insurance policy that covers potential recovery obligations. In the event the Company is required to recover Excess Compensation from an Executive Officer who is no longer an employee pursuant to the Policy, the Company will be entitled to seek such recovery in order to comply with applicable law, regardless of the terms of any release of claims or separation agreement such individual may have signed.
The Committee or Board may review and modify the Policy from time to time.
If any provision of the Policy or the application of any such provision to any Executive Officer is adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of the Policy or the application of such provision to another Executive Officer, and the invalid, illegal or unenforceable provisions will be deemed amended to the minimum extent necessary to render any such provision or application enforceable.
The Policy will terminate and no longer be enforceable when the Company ceases to be a listed issuer within the meaning of Section 10D of the Exchange Act.
-4-
ACKNOWLEDGEMENT
Please review, sign and return this form to the Company.
Executive |
(print name) |
(signature) |
(date) |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/12/24 | 144 | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | 144, 4 | |||
| 8/9/23 | ||||
| 2/23/23 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/23 Impinj Inc. 8-K:5,9 2/23/23 11:703K Donnelley … Solutions/FA 7/27/22 Impinj Inc. 10-Q 6/30/22 74:10M Donnelley … Solutions/FA 11/05/21 Impinj Inc. 8-K:1,2,3,811/01/21 13:969K Donnelley … Solutions/FA 10/28/20 Impinj Inc. 10-Q 9/30/20 72:9.7M ActiveDisclosure/FA 3/02/20 Impinj Inc. 10-K 12/31/19 97:12M ActiveDisclosure/FA 12/16/19 Impinj Inc. 8-K:1,2,3,812/11/19 4:865K Donnelley … Solutions/FA 2/28/19 Impinj Inc. 10-K 12/31/18 88:11M ActiveDisclosure/FA 6/26/18 Impinj Inc. 8-K:1,5,9 6/20/18 3:336K ActiveDisclosure/FA 8/14/17 Impinj Inc. 10-Q 6/30/17 44:5.2M ActiveDisclosure/FA 9/02/16 Impinj Inc. 10-Q 6/30/16 52:5.5M ActiveDisclosure/FA 7/11/16 Impinj Inc. S-1/A 11:6.6M Donnelley … Solutions/FA 6/02/16 Impinj Inc. S-1 36:10M Donnelley … Solutions/FA |