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 advisory vote, amendments to the certificate of incorporation and equity plan, and auditor ratification.

• The company emphasizes environmental responsibility by primarily distributing proxy materials online.

Voting matters and shareholder proposals

• Election of three Class I directors for terms expiring at the 2028 annual meeting.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendment to increase authorized Class A common stock from 400M to 600M shares.

• Amendment to the 2021 Omnibus Equity Incentive Plan to add 17M shares.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent.

• Board is divided into three staggered classes; directors serve three-year terms.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board and committee meetings had high attendance; annual board evaluations are conducted.

• Stock ownership guidelines require significant equity holdings by directors and executives.