indie Semiconductor (INDI) Proxy Filing summary

Executive summary

• Annual Meeting of Stockholders scheduled for June 13, 2024, with key proposals up for vote.

• Focus on Proposal Four, which seeks to amend the 2021 Omnibus Equity Incentive Plan to increase share reserves and eliminate a liberal share recycling feature.

• Rapid company growth in 2023, with revenue up 101% and headcount rising from 600 to over 900.

Voting matters and shareholder proposals

• Proposal Four aims to increase Class A Common Stock reserved for equity awards by 7,000,000 shares.

• ISS recommended voting against Proposal Four, citing formula-based analysis.

• Company argues the proposal is essential for continued growth and talent retention.

• ISS supports the Say-on-Pay proposal, noting reasonable alignment between pay and performance.

Executive compensation and say-on-pay

• Equity awards form a significant part of executive compensation, with a large portion tied to performance and stock price metrics.

• 2023 saw higher share numbers granted due to macroeconomic headwinds and share price pressure.

• Employee Equity Participation Plan (EEPP) launched, allowing employees to receive part of their salary in equity.