Banpil Photonics has developed a high-performance Digital Read-Out Integrated Circuit (DROIC) for image sensors and camera systems targeting various military, industrial and commercial Infrared (IR) imaging applications. The on-chip digitization of the pixel output eliminates the necessity for an external analog-to-digital converter (ADC), which not only cuts costs, but also enables miniaturization of packaging to achieve SWaP-C camera systems. In addition, the DROIC offers new opportunities for greater on-chip processing intelligence that are not possible in conventional analog ROICs prevalent today. Conventional ROICs, which typically can enhance only one high performance attribute such as frame rate, power consumption or noise level, fail when simultaneously targeting the most aggressive performance requirements demanded in imaging applications today. Additionally, scaling analog readout circuits to meet such requirements leads to expensive, high-power consumption with large and complex systems that are untenable in the trend towards SWaP-C. We present the implementation of a VGA format (640x512 pixels 15μm pitch) capacitivetransimpedance amplifier (CTIA) DROIC architecture that incorporates a 12-bit ADC at the pixel level. The CTIA pixel input circuitry has two gain modes with programmable full-well capacity values of 100K e- and 500K e-. The DROIC has been developed with a system-on-chip architecture in mind, where all the timing and biasing are generated internally without requiring any critical external inputs. The chip is configurable with many parameters programmable through a serial programmable interface (SPI). It features a global shutter, low power, and high frame rates programmable from 30 up 500 frames per second in full VGA format supported through 24 LVDS outputs. This DROIC, suitable for hybridization with focal plane arrays (FPA) is ideal for high-performance uncooled camera applications ranging from near IR (NIR) and shortwave IR (SWIR) to mid-wave IR (MWIR) and long-wave IR (LWIR) spectral bands.