DEF 14A of indie Semiconductor, Inc., Apr 17, 2026

DEF 14A of indie Semiconductor, Inc.

Filed Apr 17, 2026 · FY20250001193125-26-161644

Open on EDGAR

  1. TO BE HELD ON MAY 28, 2026

    | | PAGE | | GENERAL INFORMATION | 2 | | DIRECTORS AND CORPORATE GOVERNANCE | 7 | | CORPORATE GOVERNANCE | 11 | | DIRECTOR COMPENSATION | 14 | | EXECUTIVE OFFICERS OF INDIE | 16 | | EXECUTIVE COMPENSATION | 17 | | COMPENSATION DISCUSSION AND ANALYSIS | 17 | | COMPENSATION COMMITTEE REPORT | 33 | | SUMMARY COMPENSATION TABLE | 34 | | GRANTS OF PLAN-BASED AWARDS | 35 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | 36 | | OPTION EXERCISES AND STOCK VESTED | 37 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 37 | | PAY VS. PERFORMANCE | 40 | | CEO PAY RATIO | 43 | | RELATED PARTY TRANSACTIONS | 45 | | EQUITY COMPENSATION PLAN INFORMATION | 49 | | SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT | 50 | | REPORT OF AUDIT COMMITTEE | 52 | | AUDITOR FEES | 53 | | PROPOSALS REQUIRING YOUR VOTE | 54 | | PROPOSAL ONE: ELECTION OF DIRECTORS | 54 | | PROPOSAL TWO: ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 57 | | PROPOSAL THREE: APPROVAL OF AMENDMENT TO 2021 OMNIBUS EQUITY INCENTIVE PLAN | 58 | | PROPOSAL FOUR: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 64 | | STOCKHOLDER PROPOSALS | 65 | | OTHER MATTERS | 65 | | ANNEX A AMENDMENT TO THE 2021 OMNIBUS EQUITY INCENTIVE PLAN | A-1 |

  2. 2025 Director Compensation

    2025 Director Compensation The following table sets forth information concerning the annual and long-term compensation awarded to, earned by, or paid to each non-employee director for all services rendered in all capacities to our Company, or any of its subsidiaries, for the last fiscal year.

  3. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash (1)(2) | Stock Awards (3) | Total | | David Aldrich (4)(5) | $67,503 | $175,001 | $242,504 | | Diane Biagianti (4)(5) | $56,251 | $175,001 | $231,252 | | Diane Brink (4)(5) | $67,505 | $175,001 | $242,506 | | Karl-Thomas Neumann (4) | $56,250 | $175,001 | $231,251 | | Jeffrey Owens (4)(5) | $56,253 | $175,001 | $231,254 | | Sonalee Parekh (4)(5) | $67,501 | $175,001 | $242,502 |

  4. 2025 Director Compensation

    (1) Under our director compensation plan effective June 22, 2022 (Non-Employee Director Compensation Program), our non-employee directors are each paid an annual cash retainer of $75,000 and an additional $15,000 cash retainer for each committee chair position. Mr. Aldrich, and Mses. Brink and Parekh serve as the chair of the Compensation Committee, the Nominating and Corporate Governance Committee and Audit Committee, respectively. (2) Effective September 1, 2024 through March 31, 2025, all directors voluntarily elected to forgo their respective quarterly cash retainer payment. (3) Under our Non-Employee Director Compensation Program, our non-employee directors are granted an (i) initial equity grant of $225,000 in restricted stock units that vest over three years and (ii) annual equity grant of $175,000 in RSUs that vest over one year with each director being eligible for such annual grant only after one year of service and each such grant being made immediately following our Annual Stockholders’ Meeting each year. On June 4 2025, each non-employee director received a grant of 59,932 RSUs that had a grant date fair value of $175,001. The RSUs vest upon the earlier of June 13, 2026 or the date of the Company’s 2026 Annual Meeting of Stockholders. (4) The fair value of these awards represents the grant date fair value of the stock awards as determined under the provisions of ASC 718. Such fair value amounts do not necessarily correspond to the potential actual value realized from the stock awards. The assumptions made in computing the estimated fair value of such stock awards are discussed in Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. As of December 31, 2025, each of our non-employee directors held the following unvested restricted stock unit awards:

  5. 2025 Director Compensation

    | Name | Outstanding Unvested Stock Awards | | David Aldrich | 59,932 | | Diane Biagianti | 59,932 | | Diane Brink | 59,932 | | Karl-Thomas Neumann | 59,932 | | Jeffrey Owens | 59,932 | | Sonalee Parekh | 59,932 |

  6. 2025 Director Compensation

    These directors participated in a voluntary independent director compensation program as approved by the Board of Directors in June 2023. As part of this program, the director elected to receive a portion of his or her cash compensation in RSUs that were fully vested as of the grant date. These RSUs were granted under our 2021 Plan. The number of RSUs granted was equal to the amount of the forgone quarterly cash retainer and chairperson fees, if any, divided by the closing trading price on the date of grant of the Company’s Class A common stock as reported by Nasdaq.

  7. 2025 Director Compensation

    | Name | Shares Issued in- lieu of Cash (#) | Equivalent Cash Compensation ($) | | David Aldrich | 19,924 | $67,503 | | Diane Biagianti | 2,335 | $6,188 | | Diane Brink | 9,963 | $33,755 | | Jeffrey Owens | 8,302 | $28,128 | | Sonalee Parekh | 8,491 | $22,501 |

  8. Executive Summary

    The foregoing percentages were calculated using annual base salary, target annual cash incentive compensation, and the grant date fair value of equity awards as reported for fiscal 2025 in the Summary Compensation Table below, using the annual base salary as of December 31, 2025. As shown in the above charts, our named executive officers’ compensation is weighted heavily toward “at-risk” compensation, which consists of (1) performance-based cash and equity awards that align each named executive officer’s interests with those of the Company and our stockholders and (2) time-based equity awards whose value is tied to the creation of longer-term stockholder value and encourages retention. Governance Policies and Practices We maintain several policies and practices to help ensure that our overall executive compensation program reflects sound governance standards and drives financial performance.

  9. Executive Summary

    | What We Do | | What We Don’t Do | | | ☑ | Fully-Independent Compensation Committee. The Compensation Committee determines our compensation strategy for executive officers and consists solely of independent directors. | ☒ | No Excise Tax Gross-Ups Related to a Change of Control. We do not provide excise tax gross-ups related to payment made in connection with a change of control of the Company. | | ☑ | Independent Compensation Advisor. The Compensation Committee engages an independent compensation consultant to provide independent analysis, advice and guidance on executive compensation. | ☒ | No Perquisites. We do not generally provide perquisites to officers other than benefits with broad-based employee participation that are standard in the technology sector, except when specifically determined to be appropriate in light of the executive officer’s unique circumstances. | | ☑ | Annual Executive Compensation Review. The Compensation Committee performs an annual review of our executive compensation strategy, including a review of our compensation peer group and a review of our compensation-related risk profile. | ☒ | No Hedging. We prohibit our directors and employees, including our executive officers, from engaging in transactions or arrangements that are intended to increase in value based on a decrease in value of Company securities. | | ☑ | Pay-for-Performance Philosophy. Our cash incentive compensation and long-term equity programs for executives are based on the Company’s and individual executive’s performance. | ☒ | No Pledging. We prohibit our directors and employees, including executive officers, from pledging Company stock or holding it in a margin account. | | ☑ | At-Risk Compensation. A significant portion of compensation for our executives is based on the performance of both the Company and the individual executive. | ☒ | No Option Repricing without Stockholder Approval. Our 2021 Equity Plan prohibits repricing of out-of-the-money options or stock appreciation rights to a lower exercise or strike price without approval of our stockholders. | | ☑ | Robust Stock Ownership Guidelines. We have executive stock ownership guidelines and holding requirements that cover our directors and executive officers. | ☒ | No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested equity awards. | | ☑ | Clawback Policy. We have a clawback, or recoupment policy, that covers all elements of our incentive compensation program upon a financial restatement. | ☒ | No SERP or Defined Benefit Plans. We do not provide a Supplemental Executive Retirement Plan (SERP) or a defined benefit plan. | | ☑ | Double-Trigger Change-of-Control Benefits. Change-of-control benefits require a change in control and termination of employment (double trigger) rather than benefits triggered solely on the change of control (single trigger). | | |

  10. Compensation Objectives and Decision-Making Process

    Compensation Objectives and Decision-Making Process Role of the Compensation Committee The Compensation Committee is responsible for establishing our compensation and benefits philosophy and strategy, working in consultation with our Chief Executive Officer in determining compensation for our executive officers (other than himself). The Committee also oversees our general compensation policies and sets specific compensation levels for our Chief Executive Officer and other executive officers. In determining our compensation strategy, the Compensation Committee reviews competitive market data to ensure that we are able to attract, motivate, reward and retain talented executive officers and other employees. The Compensation Committee engages its own independent advisors to assist in carrying out its responsibilities but is not permitted to delegate its authority to such advisors. The primary objectives of the Compensation Committee with respect to determining executive compensation are to attract, motivate and retain talented employees and to align the interests of our executive officers with those of our stockholders, with the ultimate objective of enhancing stockholder value. It is the philosophy of the Compensation Committee that the best way to achieve this is to provide our executive officers with compensation that is based on their level of performance against specific goals, which are aligned with our overall strategy, thereby compensating executives on a “pay-for-performance” basis. To achieve these objectives, the Compensation Committee has implemented compensation plans that tie a significant portion of our executive officers’ overall compensation to our financial performance, including Revenue, Gross Margin, Operating Expense and Product Components. Overall, the total compensation opportunity of our executive officers is intended to create an executive compensation program that is competitive with comparable companies. Role of the Compensation Consultant In fiscal 2022, the Compensation Committee retained Aon’s Human Capital Solutions practice, a division of Aon, plc (“Aon”), to serve as its independent compensation consultant. Aon reports directly to the Compensation Committee and provides the Compensation Committee with general advice on compensation matters, including reviewing the composition of the compensation peer group, providing compensation data related to executives at the selected companies in the peer group and providing advice on our executive officers’ compensation generally. Aon did not provide any additional services to us other than the services for which it was retained by the Compensation Committee, and the Compensation Committee is not aware of any conflict of interest that exists that would otherwise prevent Aon from having been independent during fiscal 2025. Based on the above and its review of the factors set forth under SEC rules and in the Nasdaq listing requirements, the Compensation Committee assessed the independence of Aon and concluded that no conflict of interest exists that would prevent Aon from independently advising the Committee during fiscal 2025. In fiscal 2025, the Compensation Committee met regularly in executive session with Aon without management present. Use of Compensation Peer Group Each year, the Compensation Committee directs its compensation consultant to develop a group of peer companies for purposes of evaluating, determining and setting compensation for our executive officers. The criteria for determining which companies to include in the peer group include some or all of the following criteria: (i) they operate in a similar industry to ours; (ii) they are of approximately similar size (as measured by revenues and aggregate market capitalization); (iii) they have profitability similar to ours; and (iv) they are companies with whom we compete for executive talent. After receiving and discussing the compensation consultant’s report, the Committee approved the peer group companies for fiscal 2025 in the second half of fiscal 2024. The Committee removed Allegro MicroSystems, Inc. as it no longer fit the selection criteria, and it added Alpha and Omega Semiconductor Ltd. as it has characteristics that were more similar to the Company. The compensation peer group for fiscal 2025 consisted of the following companies:

  11. Compensation Objectives and Decision-Making Process

    This compensation peer group was used by the Compensation Committee during fiscal 2025 as a reference for understanding the competitive market for executive positions in our industry sector. A summary of the four-quarter trailing revenue by quartile and market capitalization of the peer companies at the time the Compensation Committee approved the compensation peer group for use in fiscal 2025 is as follows:

  12. Compensation Objectives and Decision-Making Process

    | Peer Twelve Months Revenue and Market Capitalization for Fiscal Year 2025 Compensation Decisions | | | | | Peer Group Financials (1) | | | Quartile | Twelve Months Trailing Revenue ($ in millions) | Market Capitalization ($ in millions) | | 75th Percentile | 430.5 | 3,818.2 | | 50th Percentile | 218.8 | 1,477.1 | | 25th Percentile | 95.4 | 653.1 | | indie Semiconductor | 235.3 | 1,003.5 |

  13. Compensation Objectives and Decision-Making Process

    (1) Data is based on available market information as of August 2024. Based on the foregoing market information, our revenue was approximately in the 51st percentile of the peer group companies and our market capitalization was approximately in the 40th percentile of the peer group companies as of August 2024. Data on the compensation practices of the peer group was generally gathered through searches of publicly available information, including publicly available databases. In preparing its report, the compensation consultant reviewed data from the Aon Global Compensation Database including a custom analysis of the companies in the compensation peer group, as well as the proxy statements filed by each of the peer group companies. Peer group data was gathered with respect to base salary, bonus targets and equity awards. When the peer group data yielded insufficient data, the compensation consultant used a custom data analysis of the companies in the compensation peer group and/or a cross-section of technology companies in the autotech and semiconductor industries with revenue between $80 and $720 million and market capitalization between $300 million and $3.0 billion. In determining adjustments to executive compensation, the Compensation Committee not only considers the compensation advice and analysis provided by its compensation consultant and publicly available information of compensation offered by the applicable comparative market data, but also reviews the Aon survey data and takes into consideration other relevant factors as described in this Compensation Discussion and Analysis. While the Compensation Committee considers external market data (both the Aon survey data and peer company data), it does not target any specific pay percentile within those companies for purposes of setting cash and equity compensation levels. Rather, the Compensation Committee uses this information merely as a guide to determine whether we are generally competitive in the market. Compensation Determination for Chief Executive Officer Each year, the Compensation Committee reviews the performance of our CEO and approves his compensation in light of the goals and objectives of our executive compensation program. The review of the performance and compensation of our CEO and our other executive officers is conducted annually. The Compensation Committee uses both objective data from peer group companies and subjective policies and practices, including an assessment of our CEO’s achievements and contribution, to determine his compensation. In determining the long-term equity incentive component of our CEO’s compensation, the Compensation Committee considers a number of factors, including our performance and relative stockholder return, the value of similar awards to CEOs at the companies in the compensation peer group, the equity awards granted to our CEO in prior years and feedback from the independent members of our Board of Directors. In accordance with its charter, the CEO is not present when the Compensation Committee deliberates or votes on the CEO’s compensation. To provide further assurance of independence, the Compensation Committee’s compensation consultant provides its own recommendation regarding CEO compensation. The compensation consultant prepares an analysis showing competitive CEO compensation at the companies in the compensation peer group for the individual elements of compensation and total direct compensation. Next, the compensation consultant provides the Compensation Committee with a range of recommendations for any change in our CEO’s base salary, target annual cash incentive compensation and equity award value. These recommendations take into account the peer group competitive pay analysis, expected future pay trends and, importantly, the position of our CEO in relation to other senior executives and proposed pay actions for all our other key employees. The range allows the Compensation Committee to exercise its discretion based on our CEO’s individual performance and other factors. Historically, the compensation actions governing a fiscal year are typically decided in December of the preceding fiscal year. For fiscal 2025, given the Company’s business and market conditions, and to align with the timing of compensation actions for the Company’s general employee population, the compensation decisions applicable to the CEO and other named executive officers were not made until July 2025. The timing of these decisions impacted the effective date and certain terms of the compensation changes as described below. Compensation Determination for Other Executive Our CEO works with the Compensation Committee in establishing the compensation and benefits philosophy and strategy for our other executive officers and makes specific recommendations to the Committee with respect to the individual compensation for each of such executive officers. Each year, the Compensation Committee reviews with our CEO each executive officer’s performance in light of our goals and objectives and approves their compensation. The Compensation Committee also considers other relevant factors in approving the level of such compensation, including the executive officer’s performance during the year, focusing on his or her accomplishments, areas of strength and areas of development, scope of responsibility and contributions, and experience and tenure in the position. Our CEO evaluates each executive officer’s performance during the year based on a review of his or her performance and an individual self-assessment. Our CEO also reviews compensation data prepared by Aon and from other publicly-available information and identifies trends and competitive factors to consider in adjusting compensation levels of our executive officers. Our CEO then makes a recommendation to the Compensation Committee as to each element of each executive officer’s compensation, which the Compensation Committee takes into account when it approves each executive officer’s compensation.

  14. Compensation Elements

    Compensation Elements Our executive compensation program consists of three principal elements: base salary, performance-based annual cash incentive compensation and long-term incentive compensation in the form of equity awards. The following table summarizes these elements of compensation:

  15. Compensation Elements

    | Elements | Objectives | Key Features | | Base Salary | Provides a fixed baseline level of compensation earned during the fiscal year. | Fixed cash compensation is based on scope of responsibility, breadth of knowledge, experience, tenure in the position, competitive market-based considerations and individual performance. | | Annual Performance-Based Incentive Cash Compensation | Rewards achievement of corporate performance objectives and serves to attract and retain highly-qualified executives. | Calculated as a percentage of the executive officer’s annual base earnings. Payouts are based on achievement of pre-established corporate objectives goals. | | Long-Term Equity Incentive Awards | Establishes a corporate culture that supports strong long-term corporate performance and provides an important retention tool through vesting of equity awards over several years. | Performance-based RSUs are granted in amounts that take into account a range of payouts to reflect company performance against pre-established goals, and vest over a multi-year period. Time-based RSUs are granted in fixed amounts and generally vest over a multi-year period. |

  16. Compensation Elements

    Base Salary The Compensation Committee performs an annual review of the base salaries of our executive officers, focusing on the competitiveness of their salaries compared to similar positions at companies included in the compensation peer group. After comparing their current salaries to the base salary levels based on the data drawn from the companies in our compensation peer group and the Aon prepared survey data, as well as considering the roles and responsibilities and potential performance of our executive officers and the recommendations of our CEO (with respect to our executive officers other than himself), the Compensation Committee determined to make slight modifications the base salaries of our named executive officers in July 2025 effective as of August 1, 2025 and through the remainder of fiscal 2025. Ms. Wu also received a base salary increase effective November 6, 2025, in connection with her promotion to CFO. In the case of our CEO, following review of peer group data and recognition that no increases to base salary have been made since 2022, the Compensation Committee determined to increase his base salary from $400,000 to $475,000, effective as of August 1, 2025. Following this increase, our CEO’s base salary still remained at a level that is below the 25th percentile relative to our compensation peer group. With respect to our other named executive officers, in response to its review of competitive market data for individuals in comparable positions at companies in our peer group, the Committee decided to maintain the base salary of Mr. Aoki and increase the base salary of Mr. Wittmann from $325,000 to $345,000, effective as of August 1, 2025. Further, in connection with the promotion of Ms. Wu to CFO, the Committee increased her base salary from $280,000 to $335,000 in November 2025. Following the base salary increases approved in fiscal 2025, we believe the base salaries for our other named executive officers range from the 25th to 50th percentile relative to our peer group. Also in effect from September 1, 2024 through March 31, 2025 was a temporary salary reduction which impacted the overall cash compensation amounts paid to our named executive officers, which the Compensation Committee had approved in August 2024. At the initiation and request of Messrs. McClymont and Aoki, each reduced his annual base salary to $1 on a temporary basis during this period. Additionally, the annual base salaries of the other named executive officers were reduced by twenty percent (20%) per year. We refer to the salary reductions for all our named executive officers during this period as the “Temporary Salary Reduction”. The Temporary Salary Reduction is more fully described in our 2025 Proxy Statement. We believe our executives’ proactive commitment to voluntarily implement the Temporary Salary Reduction demonstrates their commitment to the Company and its focus on achieving profitability. The annual base salaries of our named executive officers as of the beginning and end of 2025 are set forth in the table below, and do not include the Temporary Salary Reduction described above:

  17. Named Executive Officer Fiscal 2025 Base Salaries

    (1) These amounts do not include the Temporary Salary Reduction. In light of the Temporary Salary Reduction, the Named Executive Officer Fiscal 2025 Base Salaries shown in the table above differ significantly from the 2025 amounts shown in the Salary column of the Summary Compensation Table. For amounts earned during fiscal year 2025, please see the Summary Compensation Table. (2) Ms. Wu was appointed as Chief Accounting Officer in April 2025, and as CFO in November 2025. During fiscal 2025, her base salary was increased from $265,000 to $280,000 effective August 1, 2025, and then to $335,000 effective November 6, 2025 in connection with her promotion to CFO. (3) In June 2023, the Compensation Committee approved a voluntary program to allow our named executive officers to elect to receive a portion of their base salaries (up to 75%) in fully-vested RSUs on a quarterly basis starting in August 2023. This program continued through fiscal 2025. This stock in lieu of cash would further align the interests of our executive officers with the interests of our stockholders. The number of underlying RSUs awarded is equal to the amount of the forgone salary, divided by the closing trading price of our Class A common stock on the date of grant. Mr. McClymont and certain of our current named executive officers elected to receive 75% of their base salary in RSUs, the highest rate possible under the program. Annual Cash Incentive Compensation In March 2025, our Compensation Committee approved a cash incentive compensation framework for fiscal 2025, the 2025 Short Term Incentive Bonus Plan (the “2025 Incentive Plan”). The 2025 Incentive Plan was designed to link the annual cash incentives of our executive officers to the company-wide achievement of pre-established financial and product related objectives. The financial metrics included overall revenue, non-GAAP gross margin, and non-GAAP operating expenses. The product related metrics included achievement of certain new product introductions related to the Company’s radar, vision and photonics product lines. Given the Company’s place in its lifecycle and then current business and market conditions, it was determined to be in the best interest of the Company and its stockholders to incent the management team’s performance on achievement of near-term goals. As such, the 2025 Incentive Plan was approved to consist of two performance periods: January to June 2025 (“First Half”) and July to December 2025 (“Second Half”). The way these components factor into the annual cash incentive compensation is illustrated in the following chart: Target Annual Cash Incentives In connection with the review of base salaries for our named executive officers, the Compensation Committee also reviewed their target annual cash incentives, focusing on the competitiveness of their target total cash compensation opportunities. After comparing their current target annual cash incentives to the target cash incentive levels at the companies in our compensation peer group and the Aon survey data, as well as considering the roles and responsibilities and potential performance of our executive officers and the recommendations of our CEO (with respect to our executive officers other than himself), the Compensation Committee determined not to increase the target cash incentive amount for any named executive officer, other than an increase for Ms. Wu in connection with her promotion in fiscal 2025. The target annual cash incentives of our named executive officers as of the beginning and end of 2025 are set forth in the table below.

  18. Named Executive Officer Fiscal 2025 Target Annual Cash Incentive

    Named Executive Officer Fiscal 2025 Target Annual Cash Incentive

  19. Named Executive Officer Fiscal 2025 Target Annual Cash Incentive

    | Named Executive Officer | Target Annual Cash Incentive (as % of base salary) as of January 1, 2025 | Target Annual Cash Incentive (as % of base salary) as of December 31, 2025 | | Donald McClymont | 100% | 100% | | Ichiro Aoki | 50% | 50% | | Naixi Wu (1) | 40% | 70% | | Michael Wittmann | 50% | 50% | | Kanwardev Raja Singh Bal (2) | 70% | 70% |

  20. Named Executive Officer Fiscal 2025 Target Annual Cash Incentive

    (1) Ms. Wu was promoted to CFO in November 2025. Her target annual cash incentive was increased to 70% in connection with her promotion, effective November 2025. (2) Mr. Bal stepped down as CFO effective May 13, 2025. Performance Components Under the 2025 Incentive Plan, annual cash incentive payments for our executive officers were determined using four independent components. The three financial components described below were applicable for both the First Half and the Second Half, and the product related component was only applicable for the Second Half as more fully described below. The weightings of each component is set forth below: Revenue Component: revenue, weighted at 30% for both the First Half and the Second Half; Gross Margin Component: non-GAAP gross margin percentage, weighted at 30% for both the First Half and the Second Half; • Operating Expenses Component: non-GAAP operating expenses, weighted at 40% for the First Half and 30% for the Second Half; and • Product Component: achievement of new product introductions related to our radar, vision and photonics product lines; weighted at 10% for the Second Half only. For each of our executive officers, the 2025 Incentive Plan award was to be paid on twice per year basis following certification by the Compensation Committee of performance for each of the First Half and Second Half. The Compensation Committee generally has discretion to exclude extraordinary or one-time charges or events for purposes of calculating annual cash incentive payments under the 2025 Incentive Plan, but no such exclusions were made in fiscal 2025 for the named executive officers. The Revenue Component, Gross Margin Component, and Operating Expenses Component are interpolated on a straight-line basis between Nominal and Target, as well as between Target and Stretch. Revenue Component. The Revenue Component was designed to incent the management team to execute on the Company’s revenue performance. The weighting of the Revenue Component was established at 30% for both the First Half and Second Half. The Revenue Component was subject to a threshold or nominal performance level for achievement and a multiplier that increased or decreased the target payout depending on our actual performance, and interpolated between goals (assuming Nominal is met). The Revenue Component was measured and paid every six months, after completion of the First Half and Second Half. The following table summarizes the terms of the Revenue Component multiplier for the First Half and Second Half of fiscal 2025:

  21. Operating Expenses Component Scale

    Our Operating Expenses Component performance for the First Half was less than $82.0 million and was achieved at the Stretch level. Our Operating Expenses Component performance for the Second Half was less than $75 million for the Second Half and was achieved at the Nominal level. As the Operating Expenses Component provides for interpolation between goals, the multipliers earned for this Operating Expenses Component was 200% for the First Half and 56% for the Second Half. Product Introduction Component. The Product Introduction Component was adopted for the Second Half of the 2025 Incentive Plan, with a weighting of 10%. It included six product related milestones, with two milestones for each of our radar, vision and photonics business lines. Given the Company’s stage in its lifecycle and importance on creating new products with technical features, this component was introduced to help the management focus on its developing technology. The Product Introduction Component was subject to a threshold or nominal performance level for achievement and limited at stretch performance. For the Second Half, the Product Introduction Component performance was achieved at the Target level and a multiplier of 100% was earned. Annual Cash Incentive Payments for Fiscal 2025: For the First Half, given the Company’s attainment of its three applicable metrics of Revenue Component, Gross Margin Component, and Operating Expenses Component, the Compensation Committee certified achievement at 174%. For the Second Half, given the Company’s attainment of its four applicable metrics of Revenue Component, Gross Margin Component, Operating Expenses Component, and Product Introduction Component, the Compensation Committee certified achievement at 46%. The target and actual annual cash incentive payments pursuant to the 2025 Incentive Plan for fiscal 2025 for our named executive officers, based on their achievement against our financial goals, were as follows:

  22. Named Executive Officer Incentive Cash Awards for Fiscal 2025

    | Named Executive Officer | Annual Base Salary as of December 31, 2025 ($) (1) | Eligible 2025 Salary for Annual Cash Incentive Plan ($) (2) | Target Annual Cash Incentive (as a percentage of eligible salary) | Implied Target Annual Cash Incentive Amount ($) (3) | Actual Annual Cash Incentive Awarded ($) (4) | | Donald McClymont | 475,000 | 437,500 | 100% | 437,500 | 457,596 | | Ichiro Aoki | 300,000 | 300,000 | 40% | 120,000 | 131,860 | | Naixi Wu | 335,000 | 279,495 | 70%(5) | 126,900 | 125,145 | | Michael Wittmann | 345,000 | 335,000 | 50% | 167,500 | 180,386 | | Kanwardev Raja Singh Bal (6) | — | — | — | — | — |

  23. Named Executive Officer Incentive Cash Awards for Fiscal 2025

    (1) Represents annual base salary as of December 31, 2025. (2) This amount represents the base salary eligible under the 2025 Incentive Plan, and for certain named executive officers is lower than the annual base salary as of December 31, 2025 as salary increases were not effective until August 1, 2025. (3) This Target is based on the base salary eligible in 2025 multiplied by each named executive officer’s target cash incentive as a percentage. (4) Includes both First Half and Second Half payments under the 2025 Incentive Plan. The payment calculation is based on actual amounts paid during each performance period. See description above for reduced salaries in effect during the First Half. See also paragraph below regarding cash incentive payment amounts being awarded in fully-vested stock awards. (5) Ms. Wu’s target annual cash incentive percentage was 70% as of December 31, 2025. However, her target annual cash incentive percentage was 40% in 2025 until her promotion in November 2025. (6) Mr. Bal stepped down as CFO effective May 13, 2025. Similar to prior years, the Company paid the annual cash incentive compensation awards in fully-vested stock awards in order to conserve cash. When stock was utilized to satisfy obligation under the 2025 Incentive Plan, the number of shares to be awarded was determined by dividing the amount of the cash incentive award by the market close price for our Class A common stock on the date of the Compensation Committee’s approval of the cash incentive award amount. Long-Term Equity Incentive Compensation The Compensation Committee believes that long-term incentive compensation in the form of equity awards provide a strong alignment between the interests of our named executive officers and our stockholders. We regularly monitor the environment in which we operate and review and make changes to our long-term equity incentive compensation program as necessary to help us meet our goals, including generating long-term stockholder value and attracting, motivating and retaining talent. We also consider the value of an executive’s current equity holdings and the retention power of unvested equity awards. The Compensation Committee believes that performance-based RSUs are an important means of aligning pay with performance, but also believes that time-based RSUs serve as a retention tool while still aligning the interests of our executive officers with the interests of our stockholders. In general, we prefer to grant our executive officers time-based and performance-based RSUs rather than stock options, as the higher value of RSU awards allows us to issue fewer shares of our common stock, thereby reducing dilution to our stockholders. Fiscal 2025 Equity Awards For fiscal 2025, the Compensation Committee granted a mix of performance-based and time-based RSUs to our named executive officers. Although in certain prior years, performance-based RSUs made up the bulk of the equity awards granted to our named executive officers, following review of each executive’s equity holdings and the likelihood of attainment of metrics related to previously granted performance-based awards and stock price target awards, combined with the structure of our 2025 Incentive Plan where what would otherwise be cash-denominated performance bonuses were paid in shares of common stock instead of cash, in 2025 the Compensation Committee awarded more time-based RSUs relative to performance-based RSUs to support retention efforts in this transitional year for the Company and in light of the competitive nature of the talent market in the industry in which the Company competes. The Compensation Committee believes it was necessary to motivate named executive officers to execute on the Company’s long-term business strategy while also retaining those individuals on whose efforts the Company depends to drive growth and enhance stockholder value. In determining the value of the awards, the Compensation Committee used the range of the 50th percentile to the 75th percentile relative to the Company’s peer group as a reference point during the course of its deliberations. However, in an effort to conservatively manage shares in the Company’s 2021 equity plan, the Compensation Committee decided to limit awards to half of the target value. This action is viewed as a temporary measure, and the Company expects to be able to revert to full value grants in the future if there is sufficient share availability in its 2021 equity plan. As further described below, in order to offset this reduction in value, the time-based RSU awards have a shorter vesting term to stabilize expected value annually in the near team. For fiscal 2025, as set forth in the Summary Compensation Table, time-based RSUs represented 53% and performance-based RSUs represented 24% of total compensation for our CEO. For our other named executive officers, time-based RSUs represented 52% and performance-based RSUs represented 11% of total compensation. In connection with her promotion to CFO, Ms. Wu received additional time-based RSUs in fiscal 2025 as described below. Also in fiscal 2025, the Committee awarded Mr. Wittmann an additional time-based RSU to promote retention. All of our equity awards are subject to vesting requirements. Subject to the named executive officer’s continuous service over the vesting period, the vested awards or units are settled for shares of our Class A common stock. Our executive officers are required to retain 50% of the shares of our common stock issued in settlement of these RSU awards until their respective stock ownership requirements are satisfied. Fiscal 2025 Time-Based RSU Awards In June 2025, the Compensation Committee approved the grant of time-based RSU awards to our executive officers. The 2025 RSU awards vest in two equal annual installments, the first of which occurs on July 1, 2026 and the second of which occurs on July 1, 2027. The table below includes a promotion grant of 200,000 RSUs to Ms. Wu made in November 2025 which vests over three years, as well as a retention grant of 300,000 RSUs to Mr. Wittmann made in April 2025 which vests over two years. The following table sets forth the number of units that may be settled for shares of our Class A common stock awarded to each of our named executive officers in fiscal 2025 with respect to their time-based RSU awards:

  24. Named Executive Officer Fiscal 2025 Time-Based RSU Awards

    Named Executive Officer Fiscal 2025 Time-Based RSU Awards

  25. Named Executive Officer Fiscal 2025 Time-Based RSU Awards

    | Named Executive Officer | Shares Subject to Time-Based RSU Award | | Donald McClymont | 487,599 | | Ichiro Aoki | 26,406 | | Naixi Wu | 487,500 | | Michael Wittmann | 430,000 | | Kanwardev Raja Singh Bal (1) | — |

  26. Named Executive Officer Fiscal 2025 Time-Based RSU Awards

    (1) Mr. Bal stepped down as CFO effective May 13, 2025. Fiscal 2025 Performance-Based RSU Awards The Compensation Committee also approved grants of PRSUs to our executive officers in June 2025. The PRSUs will vest over a three-(3) year term, as more fully described below. The units subject to the PRSUs to be earned are based on our achievement of a pre-established financial goal over a pre-determined performance period. The number of earned units could increase with over-achievement of the applicable performance goals, to an aggregate maximum of 200% of the target number of units subject to the awards, or could decrease for under-achievement of the performance goals, with the possibility of no units being earned. Although in prior years, PRSUs had multiple metrics, given the Company’s financial performance, stage in its lifecycle, and that its cash bonus program is focused on profitability, the sole metric for the PRSUs granted in 2025 was revenue growth versus a pre-determined company peer group (the “PRSU Revenue Growth Metric”). The Compensation Committee believes that use of a revenue growth metric versus peers is important to focus management’s efforts on ensuring growth. The PRSU Revenue Growth Metric is tied to cumulative revenue performance and was designed to measure and reward achievement of our total overall revenue growth as compared to a peer group predetermined by the Compensation Committee. The revenue growth peer group for the PRSU Revenue Growth Metric was determined by the Compensation Committee in July 2025 and includes all of companies in the compensation peer group for fiscal 2025 as set forth above, except for Aeva Technologies, Inc. and Alpha and Omega Semiconductor Ltd. These two companies were excluded due to their significantly lower revenue amounts, which the Compensation Committee believed would make these companies inappropriate to include in the revenue growth peer group for purposes of evaluating our relative revenue growth. Four companies, Allegro Microsystems, Mobileye Global, Inc., Monolithic Power Systems, and NXP Semiconductors, were added to the revenue growth peer group as they are considered to be comparable companies for revenue growth purposes. The PRSU Revenue Growth Metric was selected as the sole performance component of the PRSUs because of its importance to our achieving our overall revenue results and driving stockholder value, and will be awarded based on performance level achieved (with interpolation on a straight-line basis between threshold and target, as well as between target and maximum) as follows:

  27. Named Executive Officer Fiscal 2025 Time-Based RSU Awards

    | Achievement Level | PRSU Revenue Growth Component | Multiplier | | Maximum | 115% of median peer growth rate | 200% | | Target | 100% of median peer growth rate | 100% | | Threshold | 85% of median peer growth rate | 50% | | Below Threshold | Below 85% of median peer growth rate | 0% |

  28. Named Executive Officer Fiscal 2025 Time-Based RSU Awards

    The PRSU Revenue Growth Metric is measured over a two-year period, specifically comparing revenue at the end of fiscal 2026 to revenue at the end of 2024. If attained, 50% of the units related to PRSU Revenue Growth Metric become earned and vested upon certification of the metric by the Compensation Committee, and the remaining 50% of the units are subject to a subsequent one year holding period, vesting on the one-year anniversary of the certification by the Compensation Committee. Upon vesting, the PRSUs are settled for shares of our Class A common stock. Our executive officers are required to retain 50% of the shares of our Class A common stock issued in settlement of these PRSU awards until their respective stock ownership requirements are satisfied. The following table sets forth the number of units that may be settled for shares of our Class A common stock granted to each of our named executive officers in fiscal 2025 with respect to their PRSU awards based on the above criteria:

  29. Named Executive Officer Fiscal 2025 Performance-Based RSU Awards

    Named Executive Officer Fiscal 2025 Performance-Based RSU Awards

  30. Named Executive Officer Fiscal 2025 Performance-Based RSU Awards

    | Named Executive Officer | Below Threshold Number of Shares | Threshold Number of Shares | Target Number of Shares | Maximum Number of Shares | | Donald McClymont | — | 131,250 | 262,500 | 525,000 | | Ichiro Aoki | — | 7,109 | 14,219 | 28,438 | | Naixi Wu (1) | — | — | — | — | | Michael Wittmann | — | 35,000 | 70,000 | 140,000 | | Kanwardev Raja Singh Bal (2) | — | — | — | — |

  31. Named Executive Officer Fiscal 2025 Performance-Based RSU Awards

    (1) Ms. Wu did not receive any PRSUs as she was not promoted to CFO until after the June 2025 executive compensation refresh process. (2) Mr. Bal stepped down as CFO effective May 13, 2025.

  32. Agreements with Named Executive Officers

    Agreements with Named Executive Officers We have entered into employment agreements with each of our named executive officers (the Employment Agreements). These agreements govern the terms of their compensation and, in addition, provide for certain payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment in connection with a change in control of the Company. The employment agreements provide each named executive officer with a base salary and a target bonus. The Employment Agreements also provide for certain payments and benefits in the event of certain qualifying terminations of employment, including a termination of employment in connection with a change in control of the Company. The terms of the Employment Agreements are discussed in greater detail below in the section entitled “Potential Payments upon Termination or Change in Control.”

  33. Generally Available Benefit Plans

    Generally Available Benefit Plans We maintain generally available benefit programs in which our executive officers may participate. For example, we maintain a tax-qualified 401(k) plan for employees in the U.S., which provides for broad-based employee participation. We previously matched 100% of the first 3% of an employee’s contribution and a 50% match of each additional 1% of an employee’s contribution up to a maximum of 5%. From October 2024 to March 2025, in an effort to reduce costs, we amended our plan to suspend our matching program. We also offer a number of other benefits to our executive officers pursuant to benefits programs that provide for broad-based employee participation, which includes medical, dental and vision insurance, disability insurance, various other insurance programs, health and dependent care flexible spending accounts, educational assistance, employee assistance and certain other benefits. The terms of these benefits are essentially the same for all eligible employees. Also, our named executive officers participate in an executive medical cost reimbursement program. Perquisites and Other Personal Benefits We generally do not provide perquisites or other personal benefits to our executive officers other than described above except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective and for recruitment and retention purposes. Consistent with our compensation philosophy, we intend to continue to maintain market-competitive benefits for all employees, including our executive officers, provided that the Compensation Committee may revise, amend or augment an executive officer’s perquisites or other personal benefits if it deems it advisable in order to remain competitive with comparable companies or retain an individual whose services are critical to us. We believe the benefits we offer are currently at competitive levels with comparable companies. Other Compensation Policies In March 2023, our Board established minimum stock ownership guidelines for non-employee directors and Section 16 executive officers. Under these guidelines, non-employee directors are required to own shares of Company stock having a value equal to at least five times the base annual cash retainer offered equally to all non-employee directors for service as a director (excluding any retainers paid for service as Chairman of the Board or on a committee). The base annual cash retainer for directors is currently $75,000, and therefore directors are currently required to own Company stock with a value of at least $375,000. These guidelines went into effect on March 16, 2023, and each director is required to meet the minimum stock ownership amount by the later of March 16, 2028, or five years after the date a person is appointed as a director of the Company. Directors are required to retain half of the shares of Company stock derived from awards of RSUs that remain after shares are sold or withheld for tax purposes until this ownership amount is met. These guidelines also require our CEO to own shares of Company stock having a value equal to at least six times his annual base salary, and each of our other Section 16 executive officers to own shares of Company stock having a value of at least three times the executive’s annual base salary. Shares subject to stock options and unvested equity awards are not considered owned by the executive for purposes of these guidelines. These guidelines went into effect on March 16, 2023, and each Section 16 executive officer is required to meet the minimum stock ownership amount by the later of March 16, 2028, or five years after the date he or she is appointed as a Section 16 executive officer of the Company. Section 16 executive officers are required to retain half of the shares of Company stock derived from equity awards that remain after shares are sold or withheld for tax purposes until this ownership amount is met. Clawback Policy We adopted a clawback policy that is compliant with the requirements of Rule 10D-1 under the Exchange Act and Nasdaq listing rules. In the event the Company is required to prepare an 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 or left uncorrected in the current period, subject to the terms of the policy, the Company must recover reasonably promptly from its current and former executive officers the amount of any erroneously awarded incentive based compensation received on or after October 2, 2023 and during the three years preceding the date that the Company is required to prepare such accounting restatement. Insider Trading, Anti-Hedging and Anti-Pledging Policy We adopted the Statement of Company Policy Regarding Insider Trading and Unauthorized Disclosures (Insider Trading Policy) which governs, among other things, purchases, sales, and other dispositions involving our securities by all of our directors, officers and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the Nasdaq listing rules. A copy of our Insider Trading Policy has been filed as Exhibit 19.1 with our Annual Report on Form 10-K for the fiscal year ending December 31, 2024. Because our insider trading policies and procedures are designed to address transactions in our securities by our directors, officers, and employees, we do not have formal insider trading policies or procedures that govern the Company’s purchase of indie securities. Additionally, as further described below, all of our executive officers and directors are currently prohibited from hedging transactions and are barred from pledging shares. Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, are prohibited as they allow an employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the director or employee to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the director or employee may no longer have the same objectives as the Company’s other stockholders. While the foregoing hedging transactions are prohibited, the Company strongly discourages employees from engaging in any other hedging-type transactions. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction with the Company’s Compliance Officer. Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company Securities, directors, officers and other employees are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception to this prohibition may be granted in the Company’s discretion where a person wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Consideration of Stockholder Advisory Votes on Executive Compensation

  34. Summary Compensation Table

    Summary Compensation Table The following table summarizes compensation earned by, or awarded or paid to, our named executive officers for fiscal year 2025, fiscal year 2024, and fiscal year 2023.

  35. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary (1) | Non-Equity Incentive Plan Compensation (2)(3) | Stock Awards (3)(4) | Option Awards (3) | All Other Compensation (8) | Total | | Donald McClymont (5) | 2025 | $331,250 | $456,596 | $2,895,000 | $— | $22,124 | $3,704,970 | | Chief Executive Officer | 2024 | $266,667 | $— | $2,814,511 | $— | $17,816 | $3,098,994 | | | 2023 | $400,000 | $— | $4,070,170 | $— | $19,196 | $4,489,366 | | Ichiro Aoki (5) | 2025 | $225,000 | $131,860 | $156,813 | $— | $13,874 | $527,547 | | President | 2024 | $200,000 | $— | $151,561 | $— | $7,149 | $358,710 | | | 2023 | $300,000 | $— | $289,500 | $— | $6,996 | $596,496 | | Naixi Wu (5)(6) | 2025 | $279,730 | $125,145 | $1,601,750 | $— | $8,951 | $2,015,576 | | Chief Financial Officer | | | | | | | | | Michael Wittmann (5) | 2025 | $317,083 | $280,836 | $1,372,000 | $— | $16,795 | $1,986,714 | | Chief Operation Officer | 2024 | $296,667 | $— | $1,122,511 | $— | $10,436 | $1,429,614 | | Kanwardev Raja Singh Bal (7) | 2025 | $109,512 | $— | $— | $— | $1,175,623(9) | $1,285,135 | | Former Chief Financial Officer | 2024 | $301,337 | $— | $2,738,511 | $— | $20,722 | $3,060,570 | | & Chief Accounting Officer | 2023 | $287,500 | $— | $319,000 | $— | $17,916 | $624,416 |

  36. Summary Compensation Table

    (1) Effective September 1, 2024 through March 31, 2025, Messrs. McClymont, Bal and Aoki voluntarily elected to receive a base salary of $1 per year. Additionally, the base salary of Mr. Wittmann was reduced by twenty percent (20%) per year during such period. (2) Each officer is entitled to a target bonus amount based on a percentage of their base salary. The target bonus percentage for each named executive officer as of December 31, 2025 is as follows: Mr. McClymont — target bonus equal to 100% of base salary; Mr. Aoki — target bonus equal to 40% of base salary; Ms. Wu — target bonus equal to 70% of base salary; and Mr. Wittmann — target bonus equal to 50% of base salary. Amounts reported represent the actual earned incentive payment for 2025 for each named executive officer under our 2025 Incentive Plan. Each officer’s incentive payment was paid in shares of common stock having a value on the grant date equal to the amount of the earned incentive payment. (3) The fair value of these awards represents the estimated grant date fair value of the stock awards and option awards as determined under the provisions of ASC 718. Such estimated fair value amounts do not necessarily correspond to the potential actual value realized from the stock awards. The assumptions made in computing the estimated fair value of such stock awards are discussed in Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (4) Amounts reflect grants of PRSUs, Stock Price RSUs and time-based restricted RSUs. For fiscal 2025, the Summary Compensation Table includes the value of the PRSUs at target level performance. The maximum value of the PRSUs that could be earned by our named executive officers based on achievement at 200% of target level performance is as follows: Mr. McClymont, $1,407,272; Mr. Aoki $75,797; and Mr. Wittmann, $618,272. Ms. Wu did not receive any PRSUs as she was not promoted to CFO until after the June 2025 executive compensation refresh process. Mr. Bal stepped down in May 13, 2025 prior to the executive compensation refresh process. (5) In fiscal year 2025, these named executive officers participated in a voluntary equity compensation program, our Employee Equity Purchase Program (EEPP), as approved by the Board of Directors in June 2023. As part of this program, the officer elected to receive a portion of his cash compensation in RSUs that were fully vested as of the grant date. These RSUs were granted under our 2021 Omnibus Equity Incentive Plan (“2021 Plan”). The number of RSUs granted was equal to the amount of the forgone quarterly salary divided by the closing trading price on the date of grant of the Company’s Class A common stock as reported by Nasdaq. For more information on the EEPP, please see Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

  37. Summary Compensation Table

    | Name | RSUs | Equivalent Cash Compensation ($) | | Donald McClymont | 25,593 | $89,063 | | Naixi Wu | 108,547 | $35,446 | | Ichiro Aoki | 3,233 | $11,250 | | Michael Wittmann | — | $— |

  38. Summary Compensation Table

    Ms. Wu became a named executive officer in November 2025. (7) Mr. Bal stepped down as CFO effective May 13, 2025. (8) Amount consists of Company matching and catch up contributions under the 401(k) Plan. For fiscal year 2025, the amounts include $12,187, $0, $7,921 and $5,675 for Messrs. McClymont, Aoki, Wittmann and Bal, respectively, and $8,539 for Ms. Wu. Additionally, each such officer also was provided with Armadacare, which is an executive medical cost reimbursement program, which program costs $8,874, $8,874, $8,874, and $5,675 for Messrs. McClymont, Aoki, Wittmann and Bal respectively, and $412 for Ms. Wu, which was paid for by the Company. (9) Represents Mr. Bal’s payment pursuant to his Separation Agreement, the terms of which are consistent with this employment agreement with the Company, which was filed with the Company's Current Report on Form 8-K filed on April 8, 2025: (a) a lump sum payment in the amount of $586,500 equal to 12 months of Mr. Bal’s then current base salary and the target value of his annual bonus, less applicable payroll deductions; (b) 12 months of COBRA coverage equal to $13,902; and (c) 6 months accelerated vesting of all unvested equity awards, net of shares deducted for taxes equal to $560,670 based on the fair market value at time of release.

  39. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes all grants of plan-based awards made to the named executive officers in fiscal year 2025:

  40. Grants of Plan-Based Awards

    | | | Estimated future payouts under non- equity incentive plan awards (1) | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of | Grant date fair value of stock awards | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | stock or units (#) | ($) (2) | | Donald McClymont | 7/10/2025 | $— | $— | $— | - | - | - | 487,500 | $1,881,750(3) | | | 7/10/2025 | $— | $— | $— | 131,250 | 262,500 | 525,000 | — | $1,013,250(4) | | Ichiro Aoki | 7/10/2025 | $— | $— | $— | - | - | - | 26,406 | $101,927(3) | | | 7/10/2025 | $— | $— | $— | 7,110 | 14,219 | 28,438 | — | $54,885(4) | | Naixi Wu | 4/8/2025 | $— | $— | $— | - | - | - | 200,000 | $332,000(5) | | | 7/10/2025 | $— | $— | $— | - | - | - | 87,500 | $337,750(3) | | | 11/6/2025 | $— | $— | $— | - | - | - | 200,000 | $932,000(6) | | Michael Wittmann | 4/14/2025 | $— | $— | $— | - | - | - | 300,000 | $600,000(7) | | | 7/10/2025 | $— | $— | $— | - | - | - | 130,000 | $501,800(3) | | | 7/10/2025 | $— | $— | $— | 35,000 | 70,000 | 140,000 | — | $270,200(4) | | Kanwardev Raja Singh Bal | 5/21/2025 | $— | $— | $— | - | - | - | 241,668 | $560,670(8) |

  41. Grants of Plan-Based Awards

    (1) The amounts shown represent the potential value of awards earned under the 2025 Incentive Plan. No amounts were actually paid to the named executive officers under the 2025 Incentive Plan as shown above in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.” For a more complete description of the 2025 Incentive Plan, please see the description above under “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Compensation.” (2) The fair value of these awards represents the estimated grant date fair value of the stock awards and option awards as determined under the provisions of ASC 718. Such estimated fair value amounts do not necessarily correspond to the potential actual value realized from the stock awards. The assumptions made in computing the estimated fair value of such stock awards are discussed in Note 16 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (3) Represents time-based RSUs that vest in equal semi-annual installments over a two-year period from the grant date. (4) PRSU may be earned based on our achievement of pre-established financial goals over predetermined performance periods. The number of earned units could increase with over-achievement of the applicable performance goals, to an aggregate maximum of 200% of the target number of units subject to the awards, or could decrease for under-achievement of the performance goals, with the possibility of no units being earned. For a more complete description of the financial goals and performance periods, please see the description above under “Compensation Discussion and Analysis — Compensation Elements — Fiscal 2025 Performance-Based RSU Awards.” (5) Represents time-based RSUs that vest in equal annual installments over a two-year period from the grant date. (6) Represents time-based RSUs that vest in equal annual installments over a three-year period from the grant date, which were granted in connection with Ms. Wu’s appointment as CFO. Represents time-based RSUs that vest in equal quarterly installments beginning on June 1, 2025 over a two-year period. Mr. Bal stepped down as CFO effective May 13, 2025. Represents the fully-vested RSUs received pursuant to Mr. Bal’s Separation Agreement, the terms of which are consistent with his employment agreement with the Company, which is equal to 6 months of accelerated vesting of all unvested equity awards, net of shares deducted for taxes.

  42. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth outstanding equity awards held by each of our named executive officers as of December 31, 2025.

  43. Outstanding Equity Awards at Fiscal Year End

    | Name and Principal Position | Grant Date | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) (11) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (11) | | Donald McClymont | 1/3/2022 | — | $— | | 6,154 | $21,970 | — | $—(1) | | Chief Executive Officer | 1/3/2022 | 70,646 | $11.69 | 1/3/2032 | — | $— | — | $—(5) | | | 1/3/2023 | — | $— | | 143,250 | $511,403 | — | $—(1) | | | 1/3/2023 | — | $— | | — | $— | 71,625 | $255,701(8) | | | 1/3/2023 | — | $— | | — | $— | 1,000,000 | $3,570,000(6) | | | 6/19/2024 | — | $— | | 162,500 | $580,125 | — | $—(2) | | | 6/19/2024 | — | $— | | — | $— | 81,252 | $290,070(9) | | | 7/10/2025 | — | $— | | 487,500 | $1,740,375 | — | $—(2) | | | 7/10/2025 | — | $— | | — | $— | 262,500 | $937,125(9) | | Naixi Wu | 9/1/2022 | — | $— | | 6,250 | $22,313 | — | $—(1) | | Chief Financial Officer | 7/20/2023 | — | $— | | 14,807 | $52,861 | — | $—(1) | | | 9/15/2023 | — | $— | | 15,000 | $53,550 | — | $—(1) | | | 6/19/2024 | — | $— | | 10,000 | $35,700 | — | $—(2) | | | 7/12/2024 | — | $— | | — | $— | 3,750 | $13,388(10) | | | 11/1/2024 | — | $— | | 12,500 | $44,625 | — | $—(2) | | | 4/8/2025 | — | $— | | 200,000 | $714,000 | — | $—(2) | | | 7/10/2025 | — | $— | | 87,500 | $312,375 | — | $—(3) | | | 11/6/2025 | — | $— | | 200,000 | $714,000 | — | $—(4) | | Ichiro Aoki | 1/3/2022 | — | $— | | 1,587 | $5,666 | — | $—(1) | | President | 1/3/2022 | 4,554 | $11.69 | 1/3/2032 | — | $— | — | $—(5) | | | 8/31/2022 | — | $— | | 12,500 | $44,625 | — | $—(1) | | | 1/3/2023 | — | $— | | 18,750 | $66,938 | — | $—(1) | | | 1/3/2023 | — | $— | | — | $— | 3,125 | $11,156(8) | | | 6/19/2024 | — | $— | | 8,750 | $31,238 | — | $—(2) | | | 6/19/2024 | — | $— | | — | $— | 4,377 | $15,626(9) | | | 7/10/2025 | — | $— | | 26,406 | $94,269 | — | $—(2) | | | 7/10/2025 | — | $— | | — | $— | 14,219 | $50,762(9) | | Michael Wittmann | 1/3/2022 | — | $— | | 1,443 | $5,152 | — | $—(1) | | Chief Operation Officer | 1/3/2022 | 4,140 | $11.69 | 1/3/2032 | — | $— | — | $—(5) | | | 6/21/2022 | — | $— | | 12,500 | $44,625 | — | $—(1) | | | 8/31/2022 | — | $— | | 6,250 | $22,313 | — | $—(1) | | | 1/3/2023 | — | $— | | 37,500 | $133,875 | — | $—(1) | | | 1/3/2023 | — | $— | | — | $— | 6,250 | $22,313(8) | | | 1/3/2023 | — | $— | | — | $— | 100,000 | $357,000(6) | | | 3/6/2024 | — | $— | | 75,000 | $267,750 | — | $—(1) | | | 3/6/2024 | — | $— | | — | $— | 100,000 | $357,000(7) | | | 6/19/2024 | — | $— | | 12,500 | $44,625 | — | $—(2) | | | 6/19/2024 | — | $— | | — | $— | 6,252 | $22,320(9) | | | 4/14/2025 | — | $— | | 187,500 | $669,375 | — | $—(1) |

  44. Outstanding Equity Awards at Fiscal Year End

    (1) Time-based RSU award that vests in equal annual installments over a four-year period from the grant date. (2) Time-based RSU award that vests in equal annual installments over a two-year period from the grant date. (3) Time-based RSU award that vests in equal semi-annual installments over a two-year period from the grant date. (4) Time-based RSU award that vests in equal annual installments over a three-year period from the grant date. (5) Options vest in equal annual installments over a four-year period from the grant date. PRSU award may be earned and become vested based on the achievement of stock price hurdles set at $20, $30 and $40, each based on the average closing price for our Class A common stock during any 30 trading day period commencing on the grant date and ending on December 31, 2026 (the Measurement Date). 50% of these PRSUs earned for each price hurdle vest upon achievement and certification of the achievement of the stock price hurdle by the Compensation Committee, and the remaining 50% of these PRSUs earned for each price hurdle vesting upon the earlier of (i) one year from the date of achievement, or (ii) upon the Measurement Date. To date, none of the stock price hurdles have been achieved. Stock price target based RSU awards (“Stock Price RSUs”) which are RSUs that are earned based on the Company’s achievement of a pre-established stock price target set by the Compensation Committee during an established performance period. The units subject to the Stock Price RSUs are to be earned based on our achievement of the stock price hurdle of $13.00 per share of our Class A common stock. Our Class A common stock price must average above the stock price hurdle for sixty (60) calendar days for the performance hurdle to be satisfied. The Stock Price RSUs may be earned and become vested, if at all, based on the achievement of a stock price hurdle for the Company’s Class A common stock prior to the expiration of a three-year performance period. 50% of the Stock Price RSUs will be earned for achievement of the applicable stock price hurdle vest upon achievement and certification of the achievement of the stock price hurdle by the Compensation Committee, and the remaining 50% of the Stock Price RSUs will vest upon the earlier of (i) one year from the date of achievement, or (ii) upon the third anniversary of the date of grant. To date, the stock price hurdle has not been achieved. (8) PRSU award subject to pre-established financial goals over a pre-determined performance period. The performance conditions were met and these shares represent actual shares earned, subject to time-based vesting. On January 3, 2026, these shares became fully vested. (9) PRSU award may be earned based on our achievement of pre-established financial goals over predetermined performance periods. The number of earned units could increase with over-achievement of the applicable performance goals, to an aggregate maximum of 200% of the target number of units subject to the awards, or could decrease for under-achievement of the performance goals, with the possibility of no units being earned. Given that the performance periods for these PRSUs have not yet been completed, the achievement of these pre-established financial goals has not yet been determined. For a more complete description of the financial goals and performance periods of the 2025 PRSUs, please see the description above under “Compensation Discussion and Analysis — Compensation Elements — Fiscal 2025 Performance-Based RSU Awards.” (10) PRSU award subject to achievement of a business operation metric. if such metric is achieved, 50% of these shares will vest on the achievement date, and the remaining shares will vest on the 1- year anniversary of the achievement date. (11) The fair value of this award represents the valuation of the Class A common stock of indie Semiconductor, Inc. as of December 31, 2025 per a market close price of $3.53 per share.

  45. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information on stock option exercises and the value realized upon exercise, and all stock awards vested and the value realized upon vesting, by the named executive officers during fiscal 2025:

  46. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) (1) | | Donald McClymont | — | $— | 464,582 | $1,615,814 | | Naixi Wu | — | $— | 80,382 | $338,491 | | Ichiro Aoki | — | $— | 62,778 | $256,212 | | Michael Wittmann | — | $— | 256,120 | $919,562 | | Kanwardev Raja Singh Bal (2) | — | $— | 441,463 | $1,100,605 |

  47. Option Exercises and Stock Vested Table

    (1) The value realized on vesting is equal to the number of shares multiplied by the market value of a share of Class A common stock on the vesting date. (2) Mr. Bal stepped down as CFO effective May 13, 2025.

  48. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We maintain an Employment Agreement effective January 1 2023 with Messrs. McClymont, Aoki and Wittmann, and effective November 6, 2025 with Ms. Wu, our currently employed named executive officers, the terms of which are summarized below. For definitions of Cause, Disability, Good Reason and Change of Control as defined in the Employment Agreements, see the section entitled “Definitions of Good Reason, Cause, Disability and Change of Control” below. The Employment Agreements provide that if (i) the Company terminates a named executive officer’s employment at any time with Cause, (ii) the named executive officer voluntarily terminates his or her employment other than for Good Reason or (iii) the named executive officer dies, such named executive officer will be entitled to his or her base salary accrued through the date of termination of employment. Additionally, if a named executive officer is then serving on the Board of Directors of the Company (the “Board”), such named executive officer will be required to tender his or her resignation as a member of the Board if so requested. Under the Employment Agreements, if the Company terminates a named executive officer’s employment at any time (i) other than for Cause, (ii) due to a Disability, or (iii) if such named executive officer voluntarily terminates his employment for Good Reason, then, subject to such named executive officer’s execution of a release of claims in favor of the Company, he or she will be eligible for: • lump sum payment equal to a sum of a number of months base salary and target bonus, together with any base salary accrued through the termination date; • at the named executive officer’s election, a lump sum payment equal to the value of a number of months of COBRA coverage or direct payment of premiums for health care continuation coverage under the applicable provisions of COBRA; and • either 6 or 12 months of accelerated vesting of all unvested equity awards received from the Company prior to such termination of employment (with the 6 or 12 months accelerated vesting applied to the number of (i) performance-based awards based on the Company’s target performance and (ii) stock-price based awards based on achievement of the target stock price). Mr. McClymont is entitled to 18 months of his base salary and target bonus, 18 months of the COBRA Benefit and to 12 months of accelerated equity award vesting, while all of the other named executive officers are entitled to 12 months of base salary and target bonus, 12 months of the COBRA Benefit and 6 months of accelerated equity award vesting. Notwithstanding the foregoing, if named executive officer’s employment is terminated at any time within 90 days prior to or two years following a Change of Control (such event, a “CIC Severance”) and he or she executes a release of claims in favor of the Company, he or she will be eligible for: • lump sum payment equal to a sum of a number of months base salary and target bonus, together with any base salary accrued through the termination date; • at the named executive officer’s election, a lump sum payment equal to the value of a number of months of COBRA coverage or direct payment of premiums for health care continuation coverage under the applicable provisions of COBRA; and • 100% accelerated vesting of all equity awards received from the Company prior to such termination of employment (with vesting for (i) performance-based awards based on the Company’s target performance and (ii) stock price based awards based on the achievement target stock price). For the CIC Severance, Mr. McClymont is entitled to 24 months of his base salary and target bonus and 18 months of the COBRA Benefit, while all of the other named executive officers are entitled to 18 months of base salary and target bonus and 18 months of the COBRA Benefit. Additionally, if a named executive officer is then serving on the Board, such named executive officer will be required to tender his or her resignation as a member of the Board if so requested. The following table summarizes the payments and benefits that would be made by the Company to the named executive officers as of December 31, 2025, in the following circumstances as of such date: • termination other than for Cause, due to a Disability, or for Good Reason; and termination upon a Change in Control The payments and benefits are determined without regard to the temporary salary reduction in effect for the named executive officers, and are calculated based on their respective base salaries in effect as of December 31, 2025. The accelerated equity values in the table reflect a price of $3.53 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Capital Market on December 31, 2025, the last trading day of our fiscal 2025. The actual amounts to be paid out can only be determined at the time of the named executive officer’s separation from us.

  49. Potential Payments Upon Termination or Change in Control

    | Name | Type of Benefit | Termination other than for Cause, due to Disability or for Good Reason ($) | Termination upon Change in Control ($) | | Donald McClymont | Base Salary | $712,500 | $950,000 | | | Annual Bonus | $712,500 | $950,000 | | | Health Care | $43,145 | $43,145 | | | Total Equity | $6,491,810 | $7,906,768 | | | Total | $7,959,955 | $9,849,913 | | Naixi Wu | Base Salary | $335,000 | $502,500 | | | Annual Bonus | $234,500 | $502,500 | | | Health Care | $28,764 | $43,145 | | | Total Equity | $435,094 | $1,962,811 | | | Total | $1,033,358 | $3,010,956 | | Ichiro Aoki | Base Salary | $300,000 | $450,000 | | | Annual Bonus | $120,000 | $180,000 | | | Health Care | $23,286 | $34,929 | | | Total Equity | $81,528 | $320,279 | | | Total | $524,814 | $985,208 | | Michael Wittmann | Base Salary | $345,000 | $517,500 | | | Annual Bonus | $138,000 | $207,000 | | | Health Care | $13,345 | $20,017 | | | Total Equity | $1,076,152 | $2,660,346 | | | Total | $1,572,497 | $3,404,863 |

  50. Potential Payments Upon Termination or Change in Control

    Mr. Bal Termination of Employment. Mr. Bal’s employment with the Company ended on May 13, 2025. Pursuant to his Separation Agreement, the terms of which are consistent with his employment agreement with the Company, and which was filed with the Company’s Current Report on Form 8-K filed on April 8, 2025, Mr. Bal received the following termination benefits: (a) a lump sum payment in the amount of $586,500 equal to 12 months of Mr. Bal’s then current base salary and the target value of his annual bonus; (b) 12 months of COBRA coverage equal to $13,902; and (c) 6 months accelerated vesting of all unvested equity awards (with a value equal to $560,670 based on the fair market value at time of release). Definitions of Good Reason, Disability, Cause and Change of Control For purposes of the Employment Agreements: “Cause” means (i) continued neglect of or willful failure in the performance of duties, which, if curable, continues for a period of twenty (20) days following written notice by the Company; (ii) a material breach of the Company’s Proprietary Information and Inventions Agreement, (iii) a material breach of the Company’s Code of Conduct or other Company policies, which, if curable, continues for a period of twenty (20) days following written notice by the Company; (iv) fraud against or embezzlement or material misappropriation from the Company or its affiliates; (v) conviction of, or entering a plea of no contest or nolocontendere to a charge of, a crime constituting a felony; (vi) willful malfeasance or willful misconduct in connection with your duties, which, if curable, continues for a period of twenty (20) days following written notice by the Company; or (vii) any willful and wrongful act or omission which is materially injurious to the financial condition or business reputation of the Company and its subsidiaries, which, if curable, continues for a period of twenty (20) days following written notice by the Company. “Disability” means (i) the named executive officer has incapacitated by bodily injury, illness or disease so as to be prevented thereby from engaging in the performance of duties (provided, however, that the Company acknowledges its obligations to provide reasonable accommodation to the extent required by applicable law); (ii) such total incapacity shall have continued for a period of twelve (12) consecutive months or twelve (12) non-consecutive months in any eighteen (18) month period; and (iii) such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the remainder of your life. “Good Reason” means the named executive officer’s voluntary termination of employment within six (6) months following the first occurrence of any of the following conditions: (i) a reduction of $25,000 or more in the executive’s base compensation or target bonus opportunity;(ii) a material change in title, authority, duties or responsibilities; (iii) a material breach by the Company of this agreement or any other agreement that the named executive officer is a party to with the Company; or (iv) a relocation of the Company’s headquarters outside of the Orange County, California area; or for remote employees: a relocation to an office 30 miles outside your current location; provided that the named executive officer have given written notice to the Board of the first to occur of any of the foregoing events within ninety (90) days following the first occurrence of such event and the Company has failed to remedy the event within thirty (30) days of such notice. “Change of Control” will generally be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (i) the acquisition by any person or group (other than the Company, a subsidiary of the Company or a Company employee benefit plan) of more than 50% of the combined voting power of the Company’s then outstanding securities; (ii) the closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business Combination in which holders of the shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock or ordinary shares, as applicable, of the surviving corporation immediately after the Business Combination as immediately before: (iii) the closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not an affiliate; (iii) approval by the stockholders of a plan of complete liquidation of the Company other than a merger of the Company into any subsidiary or a liquidation as a result of which persons who were stockholders of the Company immediately prior to such liquidation have substantially the same proportionate ownership of shares of common stock or ordinary shares, as applicable, of the surviving corporation immediately after such liquidation as immediately before; or (iv) a change in the board of directors over a period of 24 months such that the incumbent directors as of the beginning of any such 24-month period and nominees of the incumbent directors are no longer a majority of the total number of directors.

  51. Pay vs. Performance

    Pay vs. Performance We are providing the following information about the relationship between “compensation actually paid” to our CEO, and on an average basis, our other non-CEO named executive officers (Non-CEO “Named Executive Officers”) and the Company’s financial performance pursuant to the disclosure requirements set forth in Item 402(v) of SEC Regulation S-K. The amounts reported as “compensation actually paid” do not reflect the actual amount of compensation earned by or paid to our CEO or our Non-CEO Named Executive Officers and differ from the compensation amounts disclosed elsewhere in this Proxy Statement. For a discussion of our executive compensation program and philosophy, please refer to our “Compensation Discussion and Analysis” section.

  52. Pay vs. Performance

    | | Summary | Compensation | Average Summary | Average Summary | Value of Initial Fixed $100 Investment Based | | | Non-GAAP | | Fiscal Year (a) | Compensation Table Total for PEO (b)(1) | Actually Paid to PEO (c)(2) | Compensation Table Total for non-PEO NEOs (d)(3) | Compensation Actually Paid to non-PEO NEOs (e)(2) | Total Shareholder Return (f)(4) | Peer Group Total Shareholder Return (g)(4) | Net Income (h) (in thousands $) | Operating Income (Loss) (i)(5) (in thousands $) | | 2025 | $3,704,970 | $2,294,507 | $1,453,743 | $1,122,112 | $32.81 | $220.65 | $(150,712) | $(51,030) | | 2024 | $3,098,993 | $(992,776) | $1,462,592 | $110,989 | $37.64 | $155.13 | $(144,187) | $(65,365) | | 2023 | $4,489,366 | $6,319,238 | $1,571,334 | $2,490,443 | $75.37 | $130.07 | $(128,832) | $(41,358) | | 2022 | $2,399,633 | $1,160,593 | $1,297,734 | $(533,025) | $54.18 | $78.88 | $(52,788) | $(64,338) | | 2021 | $254,886 | $254,886 | $1,491,934 | $3,543,565 | $111.43 | $122.93 | $(118,607) | $(48,580) |

  53. Pay vs. Performance

    The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. McClymont, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the fiscal year 2025 Summary Compensation Table in this Proxy Statement and the Summary Compensation Tables in our fiscal year 2021, 2022, 2023 and 2024 proxy statements. The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. Similarly, no adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

  54. Pay vs. Performance

    | Fiscal Year | Executives (CEO & NEO Average) | SCT (a) | Grant Date Value of New Awards (b) | Year End Value of New Awards (i) | Change in Value of Prior Awards (ii) | Change in Value of Vested Awards Granted in Prior Fiscal Years (iii) | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year (iv) | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions (v) | Value of Dividends Paid on Equity Awards Not Reflected in Fair Value (vi) | Total Equity CAP (c)=(i)+ (ii)+(iii)+(iv) +(v)+(vi) | CAP (d) = (a) - (b)+(c) | | 2025 | PEO | $3,704,970 | $(2,895,000) | $2,647,500 | $(879,859) | $(283,104) | $— | $— | $— | $1,484,537 | $2,294,507 | | | Non PEO NEOs | $1,453,743 | $(782,641) | $808,039 | $(68,624) | $(72,965) | $99,938 | $(315,377) | $— | $451,010 | $1,122,112 | | 2024 | PEO | $3,098,993 | $2,814,511 | $1,425,940 | $(2,834,455) | $(68,751) | $200,008 | $— | $— | $(1,277,258) | $(992,776) | | | Non PEO NEOs | $1,462,592 | $1,192,581 | $696,736 | $(824,237) | $(137,038) | $105,518 | $— | $— | $(159,022) | $110,989 | | 2023 | PEO | $4,489,366 | $4,070,170 | $5,919,212 | $(18,248) | $(922) | $— | $— | $— | $5,900,042 | $6,319,238 | | | Non PEO NEOs | $1,571,334 | $1,270,405 | $1,457,870 | $79,303 | $697,958 | $69,675 | $(115,293) | $— | $2,189,513 | $2,490,443 | | 2022 | PEO | $2,399,633 | $1,738,887 | $499,847 | $— | $— | $— | $— | $— | $499,847 | $1,160,593 | | | Non PEO NEOs | $1,297,734 | $889,562 | $368,500 | $(344,882) | $(964,815) | $— | $— | $— | $(941,198) | $(533,025) | | 2021 | PEO | $254,886 | $— | $— | $— | $— | $— | $— | $— | $— | $254,886 | | | Non PEO NEOs | $1,491,934 | $1,173,542 | $1,479,576 | $318,512 | $1,427,085 | $— | $— | $— | $3,225,172 | $3,543,565 |

  55. Pay vs. Performance

    (a) The dollar amounts reported in the Summary Compensation Table for the applicable year. (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. (c) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted in prior years and vest in applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year; (iv) for awards that are granted and vest in applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year; (v) for awards that fail to meet vesting conditions during the fiscal year and are no longer outstanding; and (vi) value of dividends not otherwise captured in the calculation of each Fair Value used to calculate CAP. While the equity awards disclosed in the Summary Compensation Table are based on the grant date fair values computed in accordance with FASB ASC Topic 718, the equity award values disclosed pursuant to CAP in the table above are calculated in the following manner: • The stock prices used to calculate the figures in columns (i) and (ii) in the above table are as follows: $13.22 on December 31, 2020, $11.99 on December 31, 2021, $5.83 on December 31, 2022, $8.11 on December 31, 2023, $4.05 on December 31, 2024 and $3.53 on December 31, 2025. The stock prices used to calculate the figures in column (iii) in the above table are based on the closing prices on the vesting dates of the applicable awards. The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant, except for profits Interests awards granted prior to the initial public offering whose value was based on post-Class A conversion share totals based on market price of Thunder Bridge Acquisition II, Ltd. as of the various measurement dates of the valuations. Refer to the Executive Compensation section of our Registration Statement on Form S-1 filed on July 2, 2021 for more information. (d) “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a value calculated under applicable SEC rules. (3) The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other named executive officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the 2025 Summary Compensation Table in this Proxy Statement and the Summary Compensation Tables in our fiscal year 2021, 2022, 2023 and 2024 proxy statements, the other named executive officers were:

  56. Pay vs. Performance

    | Fiscal Year | Name | | 2025 | Ichiro Aoki, Naixi, Wu, Michael Wittmann and Kanwardev Raja Singh Bal | | 2024 | Ichiro Aoki, Kanwardev Raja Singh Bal, Michael Wittmann, Thomas Schiller | | 2023 | Ichiro Aoki, Thomas Schiller, Kanwardev Raja Singh Bal, Steve Machuga | | 2022 | Ichiro Aoki, Thomas Schiller, Steve Machuga | | 2021 | Ichiro Aoki, Thomas Schiller, Scott Kee, Steve Machuga, Ellen Bancroft |

  57. Pay vs. Performance

    (4) TSR is determined based on the value of an initial fixed investment of $100. Per SEC rules, 2021 TSR was calculated using $10.87, the closing price of our stock on the date of our initial public offering, June 10, 2021. The TSR peer group consists of the Philadelphia Semiconductor Index, which is used for our Stock Performance presentation set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. (5) We determined Non-GAAP Operating Income (Loss) to be the most important financial performance measure used to link Company performance to the CAP to our CEO and Other Named Executive Officers in 2025, consistent with the targets used for our incentive programs. Please see “Compensation Discussion and Analysis — Compensation Elements” for additional information. The charts below show, for the past three years, the relationship of the Company’s TSR relative to the Company’s TSR peer group as well as the relationship between the CEO and Other Named Executive Officers’ “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income (loss); and (iii) the Company-Selected Measure, Non-GAAP Operating Income (Loss).

  58. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2025: • the annual total compensation of the median employee of indie (other than our CEO) was $145,881; and • the annual total compensation of our CEO for purposes of this calculation was $3,704,970. Based on this information, for fiscal 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 25.4 to 1. This ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u). This rule, which addresses the identification of the “median employee” and the calculation of the pay ratio based on that employee’s annual total compensation, allows companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. To identify the median of the annual total compensation of all our employees, we used the following methodology and material assumptions, adjustments and estimates and used the last day of our fiscal year as the date for identifying the median employee: In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on December 31, 2025 (the last day of fiscal 2025), whether employed on a full-time, part-time or temporary basis. We did not include any contractors or other non-employee workers in our employee population. • To identify the “median employee,” we compared annual base salary, bonus and all taxable income associated with equity that vested in fiscal 2025 of each employee other than our CEO as of December 31, 2025 as the most appropriate measure of compensation. • For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on March 30, 2026. For permanent employees hired during fiscal 2025, we annualized their compensation as if they had been employed for the entire measurement period. Once the median employee was identified as described above, that employee’s annual total compensation for 2025 was determined using the same rules that apply to reporting the compensation of our named executive officers (including our CEO) in the “Total” column of the Summary Compensation Table above.

  59. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS Our Board is divided into three classes, each serving staggered, three-year terms: • our Class I directors are Ichiro Aoki, Jeffrey Owens, and Sonalee Parekh and their current terms expire at the 2028 Annual Meeting of Stockholders; • our Class II directors are Diane Biagianti, Diane Brink and Karl-Thomas Neumann and their current terms expire at this Annual Meeting of Stockholders; and • our Class III directors are David Aldrich and Donald McClymont and their current terms expire at the 2027 Annual Meeting of Stockholders. Action will be taken at the Annual Meeting for the election of three Class II directors. Mses. Brink and Biagianti and Mr. Neumann, the nominees listed below, are currently directors of the Company and each of the nominees has consented to being named in this Proxy Statement and to serve as a director if elected. Each director elected at the Annual Meeting will serve until the 2029 Annual Meeting and until their successor is elected and qualified. Proxies can be voted for only three nominees. The Board has no reason to believe that any of the nominees for Class II director will not be available to stand for election as director. However, if any nominee is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, then the proxies may be voted in accordance with the discretion of the named proxies “FOR” a substitute nominee selected by our Board or our Board may reduce the number of directors on the Board. The name, age as of the record date, principal occupation for the last five years, selected biographical information and period of service as a director of indie of the director nominees and for the continuing directors on our Board are set forth below.

  60. Class II Directors for Election for Terms Expiring at the Annual Meeting

    Class II Directors for Election for Terms Expiring at the Annual Meeting Diane Biagianti, age 62, has been our director since April 2022 and serves as senior vice president, governance of Glaukos Corporation (NYSE:GKOS), a publicly-traded medical technology and pharmaceutical company since August 2023. She previously served as senior vice president, general counsel of Glaukos from June 2020 to August 2023. From May 2011 to May 2020, Ms. Biagianti was chief responsibility officer for Edwards Lifesciences, a global leader in patient-focused medical innovations for structural heart disease and critical care and surgical monitoring, where she was responsible for global ethics and compliance, corporate sustainability and information security. From 2009 to 2011, she served as division vice president, legal section head, upon Abbott Laboratories’ acquisition of Advanced Medical Optics, Inc. and from 2002 to 2009, she served in various leadership positions at Advanced Medical Optics, including senior vice president and general counsel. From 1997 to 2002, she served as vice president and assistant general counsel for Experian Information Solutions, Inc. She has also worked as a labor and employment attorney for O’Melveny & Myers LLP and a senior accountant for M.J. Seby & Associates, Ltd., CPAs. Ms. Biagianti earned a Juris Doctorate from Cornell University and a Bachelor’s Degree in Business Administration from the University of Arizona. Ms. Biagianti’s legal and senior management experience with public technology companies qualifies her for membership on our Board. Diane Brink, age 67, has been our director since June 2021 and is currently an independent director for Belden Inc. (NYSE: BDC), where she chairs the nominating and corporate governance committee and serves on the cybersecurity subcommittee. From January 2023 to March 2024, Ms. Brink served as an independent director for Altus Power, Inc. (NYSE: AMPS), a developer, owner and operator of commercial-scale solar facilities, where she also served as chair of the compensation committee and a member of the audit committee. Ms. Brink is also a senior fellow and adjunct professor at the Kellogg School of Management, Kellogg Markets and Customers Initiative, Northwestern University. Ms. Brink retired from IBM in February 2015 after a successful 35-year career. She served as IBM’s chief marketing officer for global technology services (“GTS”) from September 2008 to January 2015. Her market-centric approach led to the redesign of the legacy infrastructure services business to a cloud-based, analytics driven services model, establishing market leadership in cloud computing, security, resiliency, and mobility. Ms. Brink has held a variety of senior leadership positions, including leading world wide integrated marketing communications, managing, promoting and generating demand for the IBM brand. Her leadership in advancing the digital transformation of IBM through digital marketing, social media and e-commerce enabled new revenue sources, new methods of client engagement, and new approaches to sales and marketing. She was vice president of marketing and Strategy for IBM Americas, vice president of distribution channels management, systems group and general manager, IBM Middle Markets, Midwest. In addition to her public company board roles, she has board experience with nonprofit industry institutions including the Association of National Advertisers (“ANA”), the Advanced Energy Research & Technology Center (“AERTC”), and the Iona Preparatory School. Ms. Brink currently serves on the Dean’s Council for the College of Engineering & Applied Sciences at Stony Brook University. She is a Governance Fellow with the National Association of Corporate Directors (“NACD”). Ms. Brink holds a Master's Degree in Business Administration in Finance from Fordham University and a Bachelor’s Degree in Computer Science from Stony Brook University. Ms. Brink’s extensive experience leading, advising and managing public companies qualifies her for membership on our Board. Karl-Thomas Neumann, age 64, has been our director since June 2021 and has been the chief executive officer and founder of KTN Investment and Consulting since March 2018. From April 2018 to June 2019, he held a management position at Canoo Inc., an electric vehicles company, where his responsibilities included technology and marketing. From March 2013 to March 2018, he was executive vice president & president of Europe for General Motors Company, where he was also a member of the GM executive committee. Dr. Neumann was previously with Volkswagen AG, where he was chief executive officer and vice president of Volkswagen Group China in Beijing from September 2010 to August 2012. Prior to that he held a number of management positions at Volkswagen, beginning in 1999 as Head of Research and Director of Electronics Strategy. From 2004 to 2009, Dr. Neumann was a member of the executive board at German automotive supplier Continental AG, responsible for the automotive systems division. From August 2008 to September 2009, he was chairman of the executive board of Continental AG. In December 2009, he returned to Volkswagen AG and took over company-wide responsibility for electric propulsion. In addition, since June 2022, Dr. Neumann serves as a board member of Polestar Automotive Holding UK PLC (Nasdaq: PSNY), a publicly traded electric performance car company. From March 2019 to March 2023, he also served as a member of the board of directors of South Korea based Hyundai-Mobis where he served on the audit committee, the compensation committee and the nominating and corporate governance committee. He began his professional career at the Fraunhofer Institute as a research engineer before moving to Motorola Semiconductor, where he worked as an engineer and strategy director responsible for the automobile industry. Dr. Karl-Thomas Neumann holds a Ph.D. in Microelectronics from the University of Duisburg, Germany, as well as a diploma in Electrical Engineering from the University of Dortmund, Germany. Dr. Neumann’s deep experience with tech and automotive companies and strategic and operational insights qualify him for service on our Board.

  61. Class I Directors for Election for Terms Expiring at the 2028 Annual Meeting of Stockholders

    Class I Directors for Election for Terms Expiring at the 2028 Annual Meeting of Stockholders Ichiro Aoki, age 60, has served as indie’s President and as a member of the Board of Directors since 2012. He works closely with indie’s executive team and Board to create, update and manage execution of indie’s strategies and technical roadmaps. Prior to co-founding indie in 2012, Dr. Aoki was a co-founder, board member and Chief Architect of Axiom Microdevices, which was subsequently sold to Skyworks Solutions. Previously, Dr. Aoki founded and served as co-chief executive officer of PST Eletronica Ltd. in Brazil, which was later sold to Stoneridge, Inc. Dr. Aoki has developed 35 patents worldwide and has authored numerous IEEE papers, two of them having over 400 citations. He is fluent in Japanese, Portuguese and English. Dr. Aoki holds a Ph.D. and Master’s Degree in Electrical Engineering from the California Institute of Technology and a Bachelor of Science in Electrical Engineering from the University of Campinas, Sao Paulo, Brazil. He serves as a California Institute of Technology Electrical Engineering Advisory Council Member and is also a Scientific Advisory Board Member with the California Institute of Technology Space-based Solar Power Project. Dr. Aoki’s extensive knowledge of technology and indie’s products qualifies him for membership on our Board. Jeffrey Owens, age 70, has been our director since June 2021 and is a retired automotive technology executive. He served as executive vice president and chief technology officer of Delphi Automotive PLC, until his retirement in 2017. During his over 40-year career at Delphi, Mr. Owens served in a variety of technology, engineering and operating leadership roles, including as President of Delphi’s Electronics and Safety Division and President of Delphi Asia Pacific. Mr. Owens also has served as a director of Rogers Corporation (NYSE: ROG) since 2017 and previously served a director of Cypress Semiconductor Corporation from 2017 to 2020. Mr. Owens serves on the Board of Trustees for Kettering University, including as past Chairman. Mr. Owens received a Master’s Degree in Business Administration from Ball State University and a Bachelor’s Degree in Mechanical/Electrical Engineering from Kettering University. He has also completed the Global Executive Program from Duke’s Fuqua School of Business and a Corporate Governance Program from Northwestern’s Kellogg School of Management. Mr. Owens brings to the Board deep experience as a technology and operating executive of a global automotive technology company, which qualifies him for membership on our Board. Sonalee Parekh, age 52, has been our director since June 2021 and has served as chief financial officer of SentinelOne, Inc., a provider of an AI-native cybersecurity platform, since March 2026. From September 2024 to March 2026, Ms. Parekh served as chief financial officer of Asana, Inc. (NYSE: ASAN), a provider of collaborative project management software. From May 2022 to September 2024, she served as the chief financial officer of RingCentral, Inc. (NYSE: RNG), a provider of business cloud communications and contact center solutions. From September 2019 to April 2022, Ms. Parekh served as the senior vice president of corporate development and investor relations at Hewlett Packard Enterprise (HPE), a Fortune 500 technology company with approximately $30 billion in revenues. As Senior Vice President. of Corporate Development, Ms. Parekh was responsible for corporate strategy, mergers and acquisitions, strategic investments, business integration and performance management. In her role as senior vice president of Investor Relations, Ms. Parekh worked directly with many of the world’s largest institutional investors and asset managers and led HPE’s quarterly earnings process and socially responsible investing strategy. Prior to HPE, Ms. Parekh held senior leadership roles at several global investment banks, including Goldman Sachs, Barclays Capital and Jefferies International. From July 2016 to April 2019, Ms. Parekh was a managing director at Jefferies International, and from July 2014 to July 2016 she was an executive director at the Royal Bank of Canada. She currently serves as a board advisor to Bidstack Group. Ms. Parekh earned a Bachelor of Commerce from McGill University and holds a Chartered Accountancy designation and is an alumna of PricewaterhouseCoopers. Ms. Parekh’s experience with operations, management and strategic planning for large global organizations qualifies her for membership on our Board.

  62. Class III Directors Continuing in Office until the 2027 Annual Meeting of Stockholders

    Class III Directors Continuing in Office until the 2027 Annual Meeting of Stockholders David Aldrich, age 68, has been our Chairman since June 2021 and was chairman of the board of Skyworks Solutions, Inc., a position he held between 2014 and 2018. Mr. Aldrich also served as executive chairman of Skyworks from May 2016 to May 2018. Prior to his appointment as executive chairman, Mr. Aldrich had served as chief executive officer of Skyworks since its formation in 2002 via a merger between Alpha Industries and Conexant Systems’ wireless business. Before the creation of Skyworks, he served as president and chief executive officer of Alpha Industries, a position he held since April 2000. He joined Alpha Industries in 1995 as vice president and chief financial officer and held various management positions in the ensuing years, including president and chief operating officer. Prior to this, he held senior management positions at Adams-Russell and M/A-COM. In 2004, he was named Ernst & Young New England Entrepreneur of the Year in the Semiconductor category. In 2014, he was named CEO of the Year by the Massachusetts Technology Leadership Council. In addition, Mr. Aldrich is a board member of Belden Inc. (NYSE: BDC), a publicly traded provider of end-to-end signal transmission solutions and Mobix Laboratories, Inc. (MOBX), global connectivity solutions provider for mmWave 5G and high bandwidth cable networks. From May 2021 to December 2024, Mr. Aldrich served as a member of the board of directors of Allegro Microsystems, Inc. (Nasdaq: ALGM), a sensing and power semiconductor technology company. From 2017 until its recent acquisition by Cisco Systems, Inc. in 2021, Mr. Aldrich served as a member of the board of directors of Acacia Communications, Inc., a publicly traded optical networking strategy and technology company. Mr. Aldrich received a Bachelor' Degree in Political Science from Providence College and a Master’s Degree in Business Administration from the University of Rhode Island. Mr. Aldrich’s leadership and management experience as well as his service on boards of directors of public companies qualify him for membership on our Board. Donald McClymont, age 56, has served as indie’s Chief Executive Officer since 2012 and is responsible for formulating its strategic vision, ensuring execution of business plans and creating shareholder value. Mr. McClymont has also served on indie’s Board of Directors since 2012. Prior to co-founding indie in 2012, he was vice president of marketing at Axiom Microdevices, tasked with driving company strategy, developing sales engagements and building key industry partnerships. Prior to Axiom, he was a product line director at Skyworks Solutions/Conexant and a marketing manager at Fujitsu. Previously, he was with Thesys (now X-FAB/Melexis), and Wolfson (now Cirrus Logic), as a design engineer. Mr. McClymont holds five patents worldwide and earned a Master’s Degree in Engineering Electronics and Electrical from the University of Glasgow. Mr. McClymont’s technical knowledge and his unique understanding of indie Semiconductor’s technology and operations qualify him for membership on our Board.