indie Semiconductor (INDI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with advance registration required for participation and voting.

• Key proposals include director elections, executive compensation approval, amendments to the certificate of incorporation and equity plan, auditor ratification, and other business.

• The board recommends voting in favor of all proposals, emphasizing the importance of shareholder participation.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for terms expiring at the 2028 annual meeting.

• Advisory approval of executive compensation (Say-on-Pay) is on the agenda.

• Proposal to amend the certificate of incorporation to increase authorized Class A common stock from 400M to 600M shares.

• Proposal to amend the 2021 Omnibus Equity Incentive Plan to increase shares reserved for issuance.

• Ratification of KPMG LLP as independent auditor for fiscal year 2025.

• Procedures for submitting shareholder proposals for the 2026 meeting are outlined.

Board of directors and corporate governance

• The board consists of eight members, six of whom are independent, and is divided into three staggered classes.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent members.

• Directors are subject to stock ownership requirements and service limits; annual board evaluations are conducted.

• The board separates the roles of CEO and Chairman and emphasizes diversity, experience, and independence.