DEF 14A of indie Semiconductor, Inc., Apr 25, 2024

DEF 14A of indie Semiconductor, Inc.

Filed Apr 25, 2024 · FY20230001628280-24-018185

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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 2025 Annual Meeting of Stockholders; •our Class II directors are Diane Biagianti, Diane Brink and Karl-Thomas Neumann and their current terms expire at the 2026 Annual Meeting of Stockholders; and •our Class III directors are David Aldrich, Donald McClymont and Peter Kight and their current terms expire at this Annual Meeting of Stockholders. Action will be taken at the Annual Meeting for the election of two Class III directors, Messrs. Aldrich and McClymont. Mr. Kight's term as a director will end at this Annual Meeting of Stockholders. Mr. Kight is not a nominee for reelection and will retire from the Board effective as of the date of this Annual Meeting. The Company and the Board thank Mr. Kight for his dedicated service. Mr. Kight’s decision to not stand for reelection was not related to any disagreement with the Company on any matter relating to its operations, policies or practices. Our bylaws provide that the number of directors will be determined by the Board, and the number of directors is currently set at nine. We will reduce the number of directors to eight effective as of the Annual Meeting. Our charter specifies that each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board. Following the Annual Meeting, our Board will consist of three directors in each of Class I and II, and two directors in Class III. Messrs. Aldrich and McClymont are currently directors of the Company and each 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 2027 Annual Meeting and until their successor is elected and qualified, or until his earlier death, retirement resignation or removal. Proxies can be voted for only two nominees. The Board has no reason to believe that any of the nominees for Class III 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 nominees for election as directors and for the continuing directors are set forth below.

  2. Class III Directors for Election for Terms Expiring at the 2024 Annual Meeting of Stockholders

    Class III Directors for Election for Terms Expiring at the 2024 Annual Meeting of Stockholders David Aldrich, age 67, 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 CEO 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. Mr. Aldrich received a Bachelor of Arts in Political Science from Providence College and a Master’s in Business Administration from the University of Rhode Island. 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 (NYSE: BDC), a publicly traded provider of end-to-end signal transmission solutions. He also serves as a board member of Allegro Microsystems, Inc. (Nasdaq: ALGM), a sensing and power semiconductor technology company and Mobix Laboratories, Inc. (MOBX), a global connectivity solutions provider for mmWave 5G and high bandwidth cable networks. From 2017 until its 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’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 55, serves as indie’s Chief Executive Officer and is responsible for formulating our strategic vision, ensuring execution of business plans and creating shareholder value. Mr. McClymont also serves on indie’s Board of Directors. Prior to co-founding indie in 2007, 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 Masters 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

  3. Class I Directors Continuing in Office until the 2025 Annual Meeting of Stockholders

    Class I Directors Continuing in Office until the 2025 Annual Meeting of Stockholders Ichiro Aoki, age 59, serves as indie’s President and as a member of the Board of Directors. 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 2007, 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-CEO 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 Masters 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 69, has been our director since June 2021 and is a retired automotive technology executive. He served as Executive Vice President and CTO 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: ROU) 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 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 51, has been our director since June 2021 and has served since May 2022 as 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.

  4. Class II Directors Continuing in Office until the 2026 Annual Meeting of Stockholders

    Class II Directors Continuing in Office until the 2026 Annual Meeting of Stockholders Diane Biagianti, age 61, has been our director since April 2022 and has served since August 2023 as senior vice president, governance of Glaukos Corporation (NYSE:GKOS), a publicly-traded medical technology and pharmaceutical company, where she has responsibility for corporate governance, sustainability, enterprise risk management, compliance and cybersecurity. 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, 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 65, has been our director since June 2021 and is currently an Independent Director for Belden Inc. (NYSE: BDC), where she chairs both the Nominating and Corporate Governance Committee and the Cybersecurity Committee. From January 2023 to March 2024, Ms. Brink also served as an independent director for Altus Power, Inc. (NYSE: AMPS), a developer, owner and operator of commercial-scale solar facilities, where she chaired the Compensation Committee and was a member of the Audit Committee. Ms. Brink is also a Senior Fellow and Adjunct Professor at the Kellogg School of Management, 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 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, the Advanced Energy Research & Technology Center, 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. Ms. Brink holds an MBA in Finance from Fordham University and a BS 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 63, has been our director since June 2021 and has been the CEO 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 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 CEO 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. Since March 2019, he has served as a member of the board of directors of South Korea based Hyundai-Mobis where he serves on the audit committee, the compensation committee and the nominating and corporate governance committee. 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. 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. Neumann’s deep experience with tech and automotive companies and strategic and operational insights qualify him for service on our Board.

  5. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION We disclosed executive compensation during our fiscal years ended on December 31, 2021 and 2022 under the scaled reporting rules applicable to emerging growth companies. Beginning on January 1, 2024, we are no longer an emerging growth company and we now include additional detailed information about our executive compensation program as follows: •The “Compensation Discussion and Analysis” below discussing the compensation of our executive officers appearing in the compensation tables, which executive officers we refer to as our “named executive officers”; •An additional year of reporting history, and reporting on compensation for a larger group of named executive officers in our Summary Compensation Table; and •Additional compensation disclosure tables for “Grants of Plan-Based Awards in Our Fiscal Year Ended on December 31, 2023,” “Options Exercised and Stock Vested During Our Fiscal Year Ended on December 31, 2023,” and “Potential Payments Upon Termination or Change of Control” which appear following the Compensation Discussion and Analysis.

  6. Executive Summary

    Executive Summary Fiscal 2023 Business Highlights We achieved success on many fronts during fiscal 2023, including doubling revenues over the prior fiscal year and making strides in advancing our Autotech focused product portfolio. Our key financial and business highlights from fiscal 2023 were as follows: •Overall net revenues were $223.2 million, up 101% from the prior fiscal year, despite general weakness in the automotive and semiconductor markets; •Recognized by Morgan Stanley as the fastest growing semiconductor company in the world over the past two years, among 224 global suppliers; •Introduced breakthrough fully integrated 240 GHz radar front-end silicon receiver, automotive wireless power charging system-on-chip, and computer vision processors enabling viewing and sensing capability at the vehicle’s edge; •Ramped advanced lighting solutions for enhanced in-cabin applications; •Secured program and design wins at vehicle OEMs for ADAS Computer Vision, Qi2.0 Wireless Charging, in-cabin monitoring programs and smart connectivity products; •Entered a development and strategic partnership contracts to accelerate LiDAR and AI-based automotive camera solutions; •Released first ESG report highlighting adherence to environmental sustainability, social commitments and disciplined corporate governance; and •Launched and completed warrant exchange program to minimize future equity dilution. Fiscal 2023 Compensation Highlights Fiscal 2023 was a significant year for us with respect to compensation actions and decisions. The Compensation Committee took the following compensation actions with respect to our named executive officers: •Base salaries – Maintained the annual base salary of Mr. McClymont at $400,000 and increased the annual base salaries of our other named executive officers in amounts ranging from 4% to 15%. We also adopted a new program where each of our named executive officers could elect to receive up to 75% of his base salary in equity in lieu of cash. •Target annual cash incentive opportunities – Increased the target annual cash incentive compensation opportunity for Mr. McClymont by 20% to an amount equal to 100% of his annual base salary and increased the target annual cash incentive compensation opportunity for our other named executive officers in amounts ranging from 5% to 25% of their annual base salaries. Based on the performance outcomes with respect to revenue growth as compared to a peer group predetermined by the Compensation Committee (“Revenue Growth Component”) and non-GAAP operating income (“Operating Income Component”) during fiscal 2023, neither Mr. McClymont nor any of the other named executive officers earned his annual cash incentive payment as even though the Revenue Growth Component was achieved, the Operating Income Component was not. •Long-term incentive compensation – Granted our named executive officers long-term incentive compensation in the form of performance-based and time-based restricted stock unit (“RSU”) awards effective in January 2023, which are settled for shares of our Class A common stock as they vest. Mr. McClymont received a performance-based RSU award (“PRSU”) and a time-based RSU award with an aggregate target value of $4.3 million, while our other named executive officers received PRSUs and time-based RSU awards with aggregate target values ranging from $400,000 to $3.4 million. In addition, Mr. McClymont and certain other named executive officers received strategic unique stock-price-based RSU grants as more fully described below. The PRSUs granted to our named executive officers during fiscal 2023 may vest subject to the attainment of two (2) performance-based metrics, including (i) Operating Income and (ii) Revenue Growth. The PRSUs will vest over a three (3) year term. 50% of the PRSUs will be earned based on the achievement of non-GAAP operating income versus target over 1 year, while the remaining 50% of the PRSUs will be earned based on the achievement of Revenue Growth versus peers over 2 years. The shares earned will vest over three years, with half vesting upon the completion of each of the one (1) and two (2) year performance periods, with the remaining half of the earned shares vesting after 3 years. The stock-price-based RSUs (“Stock Price RSUs”) granted to certain of our named executive officers during fiscal 2023, including Mr. McClymont, shall be earned and become vested, if at all, based on the achievement of the stock price targets set at $20, $30 and $40 per share of our Class A common stock prior to the expiration of a four-year performance period ending on December 31, 2026. Pay-for-Performance Analysis Our executive compensation program is designed to motivate, engage and retain a talented leadership team and to appropriately reward them for their contributions to our business. Our performance measurement framework consists of a combination of financial and operational performance measures that provide a balance between short-term results and drivers of long-term value. We provide our executive officers with three primary elements of pay: base salary, annual cash incentive compensation and long-term incentive compensation in the form of equity awards. The variable compensation components, consisting of an annual cash incentive and annual equity awards, together constitute the largest portion of the target total direct compensation for our executive officers. The percentages below exclude the All Other Compensation amounts set forth in our Summary Compensation Table. •Base salary – Base salary accounts for approximately 8.2% of our Chief Executive Officer’s target total compensation and, on average, approximately 27.4% of our other named executive officers’ target total compensation. •Annual cash incentive compensation – Annual short-term cash incentive compensation opportunity accounts for approximately 8.2% of our Chief Executive Officer’s target total compensation and, on average, approximately 12.1% of our other named executive officers’ target total compensation. Annual cash incentive compensation awards are based on corporate performance relative to pre-established financial objectives selected by the Compensation Committee and an evaluation of each named executive officer’s individual performance. •Long-term incentive compensation – Long-term incentive compensation consists of PRSU awards, Stock Price RSU awards and time-based RSU awards, and accounts for approximately 83.6% of our Chief Executive Officer’s target total compensation and, on average, approximately 60.5% of our other named executive officers’ target total compensation. The following charts show the fiscal 2023 pay mix for (i) Mr. McClymont and (ii) our other named executive officers, in the aggregate: 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 2023 in the Summary Compensation Table below, except for Mr. Machuga for whom we calculated the percentages based on a full-year base salary and target bonus. 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 long-term stockholder value. 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. We have also made the decision not to implement some practices that many companies have historically followed because we believe they would not serve the long-term interests of our stockholders.

  7. Executive Summary

    | What We Do | | What We Don’t Do | | | þ | Fully-Independent Compensation Committee. The Compensation Committee determines our compensation strategy for executive officers and consists solely of independent directors. | ý | Excise Tax Gross-Ups Related to a Change of Control. We do not provide excise tax gross-ups related to a change of control of the Company. | | þ | Independent Compensation Advisor. The Compensation Committee engages an independent compensation consultant to provide independent analysis, advice and guidance on executive compensation. | ý | 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 circumstances. | | þ | 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. | ý | Hedging. We prohibit 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. | | þ | 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. | ý | Pledging. We prohibit our employees, including executive officers, from pledging Company stock or holding it in a margin account. | | þ | At-Risk Compensation. A significant portion of compensation for our executives is based on the performance of both the Company and the individual executive. | ý | Option Repricing. 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. | | þ | Robust Stock Ownership Guidelines. We have executive stock ownership guidelines and holding requirements that cover our executive officers. | ý | Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested equity awards. | | þ | Clawback Policy. We have a clawback, or recoupment policy, that covers all elements of our incentive compensation program upon a financial restatement. | ý | SERP or Defined Benefit Plans. We do not provide a Supplemental Executive Retirement Plan (SERP) or a defined benefit plan. | | þ | 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). | | |

  8. 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 for our executive officers (other than himself). The Compensation 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 Growth, and Operating Income. 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, a national compensation consulting firm, to serve as its compensation consultant. Aon reports directly to the 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 2023. We pay the costs for Aon’s services. 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 Compensation Committee during fiscal 2023. In fiscal 2023, 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 Compensation Committee approved the peer group companies for fiscal 2023 in the second half of fiscal 2022. The compensation peer group for fiscal 2023 consisted of the following companies:

  9. Compensation Objectives and Decision-Making Process

    This compensation peer group was used by the Compensation Committee during fiscal 2023 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 2023 is as follows:

  10. Compensation Objectives and Decision-Making Process

    | Peer Twelve Months Revenue and Market Capitalization for Fiscal Year 2023 Compensation Decisions | | | | | Peer Group Financials (1) | | | Quartile | Twelve Months Trailing Revenue ($ in millions) | Market Capitalization ($ in millions) | | 75th Percentile | 339.8 | 2,639.9 | | 50th Percentile | 138.8 | 1,301.5 | | 25th Percentile | 41.9 | 330.7 | | indie Semiconductor | 96.7 | 1,129.9 |

  11. Compensation Objectives and Decision-Making Process

    (1) Data is based on available market information as of November 2022. Based on the foregoing, our revenue was approximately in the 43rd percentile of the peer group companies and our market capitalization was approximately in the 49th percentile of the peer group companies as of November 2022. 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 Radford 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 autotech, semiconductor, semiconductor equipment and systems software with revenue up to $200 million and market capitalization between $400 million and $3.4 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 Radford 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 Radford 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 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 Chief Executive Officer 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. 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 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 Committee to exercise its discretion based on our CEO’s individual performance and other factors. Compensation Determination for Other Executive Officers Our Chief Executive Officer 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 Chief Executive Officer 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 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.

  12. Compensation Elements

    Compensation Elements Our executive compensation program consists of three principal elements: base salary, performance-based cash incentive compensation and long-term incentive compensation in the form of equity awards. The following table summarizes these elements of compensation: Base Salary Over the second half of 2022, the Compensation Committee reviewed the base salaries of our executive officers, focusing on the competitiveness of their salaries. 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 Chief Executive Officer (with respect to our executive officers other than himself), the Compensation Committee determined to increase the base salaries of our named executive officers other than our CEO in December 2022, effective for fiscal 2023. In the case of our Chief Executive Officer, the Compensation Committee determined to maintain his base salary. In light of his role as both our CEO and a co-founder of the Company, the Compensation Committee wanted to affirm his unique role with a greater emphasis on equity grants which are aligned with driving stockholder value rather than increasing base salary. As a result, for 2023 our CEO’s base salary was maintained at a level that is at or below the 25th percentile relative to our peer group. With respect to our other named executive officers, the Compensation Committee determined to increase their base salaries in response to its review of competitive market data for individuals in comparable positions at other technology companies, including companies in our peer group, to recognize the increase in each individual’s scope of responsibilities and expected deliverables in the current year and to acknowledge their individual contributions to our outstanding performance in fiscal 2022. As a result of the base salary increases for 2023, we believe the base salaries for our other named executive officers range from the 25th to 50th percentile relative to our peer group. The fiscal 2022 and 2023 base salaries of our named executive officers were as follows:

  13. Compensation Elements

    (1)Mr. Bal was not a named executive officer in fiscal 2022. (2)Mr. Machuga retired as our Chief Operating Officer effective June 30, 2023 and received salary only through such date. These base salary adjustments were effective January 1, 2023. In June 2023, the Compensation Committee approved a voluntary program to allow our named executive officers (except for Mr. Machuga) to elect to receive a portion of their base salary (up to 75%) in fully-vested RSUs on a quarterly basis starting in August 2023. 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. Each 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 2023, our Compensation Committee approved a cash incentive compensation framework for fiscal 2023, the 2023 Short Term Incentive Bonus Plan (the “2023 Incentive Plan”). The 2023 Incentive Plan was designed to link the annual cash incentives of our executive officers to the company-wide achievement of pre-established financial objectives involving annual revenue growth and operating income. 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 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 Radford 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 increased the target annual cash incentives of our CEO and our other executive officers for fiscal 2023. The fiscal 2022 and 2023 target annual cash incentives of our named executive officer were as follows:

  14. Compensation Elements

    | Named Executive Officer Fiscal 2022 and 2023 Target Annual Cash Incentive | | | | Named Executive Officer | Fiscal 2022 Target Annual Cash Incentive (as % of base salary) | Fiscal 2023 Target Annual Cash Incentive (as % of base salary) | | Donald McClymont | 80% | 100% | | Thomas Schiller | 45% | 70% | | Ichiro Aoki | 35% | 40% | | Kanwardev Singh Raja Bal (1) | - | 40% | | Steve Machuga (2) | 45% | 50% |

  15. Revenue Growth Component Scale

    | Goal | Revenue Growth vs. Revenue Peer Group FY2023 | Revenue Growth Component Multiplier) | | Stretch | 80th percentile | 200% | | Target | 65th percentile | 100% | | Nominal | 50th percentile | 50% | | Below Nominal | <50th percentile | 0% |

  16. Revenue Growth Component Scale

    During fiscal 2023, our revenue growth versus our Revenue Peer Group was at the 100th percentile and was achieved at the Stretch level. Operating Income Component. The Operating Income Component was determined by a formula that rewarded our achievement of targeted non-GAAP operating income. For purposes of the 2023 Incentive Plan, the Operating Income Component was calculated using the financial results for the fourth quarter of fiscal 2023. The Operating Income Component was designed to emphasize the importance of continually managing costs, increasing efficiencies and achieving break-even non-GAAP operating income. The Operating Income Component was subject to a nominal performance level for any payout and a multiplier between 0% to 200% of the target payout depending on our actual performance. Our target performance level was set at break-even non-GAAP operating income in the fourth quarter of fiscal year 2023, which we did not meet. Annual Cash Incentive Payments for Fiscal 2023 The target and actual annual cash incentive payments for fiscal 2023 for our named executive officers, based on their achievement against our financial goals, were as follows:

  17. Revenue Growth Component Scale

    | Named Executive Officer Incentive Cash Awards for Fiscal 2023 | | | | | | Named Executive Officer | Annual Base Salary ($) | Target Annual Cash Incentive (as a percentage of base salary) | Target Annual Cash Incentive Payment ($) | | | | | | | Actual Annual Cash Incentive Payment Paid ($) | | Donald McClymont | 400,000 | 100% | 400,000 | — | | Thomas Schiller | 345,000 | 70% | 241,500 | — | | Ichiro Aoki | 300,000 | 40% | 120,000 | — | | Kanwardev Raja Singh Bal | 287,500 | 40% | 115,000 | — | | Steve Machuga (1) | 343,200 | 50% | 171,600 | N/A |

  18. Revenue Growth Component Scale

    (1) Mr. Machuga retired as our Chief Operating Officer effective June 30, 2023 and, accordingly, did not earn a cash incentive payment for fiscal 2023. Although the Revenue Growth Component was achieved at the Stretch level, because the Operating Income Component was not achieved at the Nominal level, no payments were awarded under the 2023 Incentive Plan. In prior years, the Company has paid the annual cash incentive compensation awards in fully-vested stock awards, with the number of shares 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 and stock-price-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 2023 Equity Awards For fiscal 2023, the Committee granted a mix of performance-based, stock-price-based and time-based RSUs to our named executive officers, with performance-based and stock-price-based RSUs making up the bulk of the equity awards granted to our named executive officers. For fiscal 2023, as set forth in the Summary Compensation Table, the mix consisted of 40.8% performance-based RSUs, 18.4% stock-price-based RSUs and 40.8% time-based RSUs for our Chief Executive Officer. For our other named executive officers, the mix consisted of 37.8% performance-based RSUs, 12.1% stock-price-based RSUs and 50.1% time-based RSUs. All of our equity awards are subject to vesting. 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 2023 Time-Based RSU Awards In December 2022, the Compensation Committee approved the grant of time-based RSU awards to our executive officers, effective January 3, 2023. 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 2023 with respect to their time-based RSU awards:

  19. Named Executive Officer Fiscal 2023 Time-Based RSU Awards

    Named Executive Officer Fiscal 2023 Time-Based RSU Awards

  20. Named Executive Officer Fiscal 2023 Time-Based RSU Awards

    | Named Executive Officer | Shares Subject to Time-Based RSU Award (1) | | Donald McClymont | 286,500 | | Thomas Schiller | 226,500 | | Ichiro Aoki | 37,500 | | Kanwardev Raja Singh Bal | 37,500 | | Steve Machuga (2) | 56,250 |

  21. Named Executive Officer Fiscal 2023 Time-Based RSU Awards

    (1) These RSU awards vest in four equal annual installments, the first of which occurs on the first anniversary of the effective date of the grant. (2) Mr. Machuga retired as our Chief Operating Officer effective June 30, 2023, at which time he forfeited the RSU awards granted to him effective January 3, 2023. Fiscal 2023 Performance-Based RSU Awards In December 2022, the Compensation Committee also approved grants of PRSUs to our executive officers, effective January 3, 2023. The PRSUs will vest over a three-(3) year term, as more fully described below. The units subject to the PRSUs were to 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. The two performance components applicable to the fiscal 2023 PRSUs were: •operating income (the “PRSU Operating Income Component”), weighted at 50%; and •revenue growth versus a predetermined company peer group (the “PRSU Revenue Growth Component”), weighted at 50%. The operating income metric is measured over the five-quarter period ending at the end of the first quarter of fiscal 2024. The revenue growth versus peers metric is tied to cumulative revenue performance beginning at the start fiscal 2023 and ending upon the completion of fiscal 2024. Although, these equity performance metrics are substantially similar to the performance metrics under our 2023 Incentive Plan, given our stage in the Company’s lifecycle, these goals represent the key drivers of delivering stockholder value and the use of them as both equity and cash incentive performance goals was intended to focus the Company’s efforts. The two performance components operated as follows: PRSU Operating Income Component. The PRSU Operating Income Component was designed to reward the Company’s ability to reach breakeven (on a non-GAAP basis) by the end of fiscal 2023. The PRSU Operating Income Component is primarily measured over the one-year period of fiscal 2023, with target level set at break-even non-GAAP operating income in the fourth quarter of fiscal year 2023, in that for the maximum or target level to be met, the metric must be achieved by the end of fiscal 2023. However, because the measurement period for threshold achievement ends at the end of the first quarter of fiscal 2024, should the threshold level be attained, the resulting payment would be 50% of target level. 50% of the units related to the PRSU Operating Income Component become earned and vested upon certification of the metric by the Compensation Committee, and the remaining 50% of the units earned based on performance vest upon the third anniversary of the date of grant. Operating income for the PRSU Operating Income Component is defined in the same manner as under our 2023 Incentive Plan. This PRSU Operating Income Component was selected as a metric because it was considered an efficient way to measure the Company’s operating performance and will be awarded based on performance level achieved (without interpolation). PRSU Revenue Growth Component. The PRSU Revenue Growth Component is tied to cumulative revenue performance and was designed to measure and reward achievement of our total overall revenue growth versus as compared to a peer group predetermined by the Compensation Committee. The revenue growth peer group for the PRSU Revenue Growth Component is the same as the peer group used for the Revenue Growth Component described above. The PRSU Revenue Growth Component was selected as a metric 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:

  22. Named Executive Officer Fiscal 2023 Time-Based RSU Awards

    | Achievement Level | PRSU Revenue Growth Component | Multiplier | | Maximum | 80th percentile and above | 200% | | Target | 65th percentile | 100% | | Threshold | 50th percentile | 50% | | Below Threshold | < 50th percentile | 0% |

  23. Named Executive Officer Fiscal 2023 Time-Based RSU Awards

    The PRSU Revenue Growth Component is measured over a two-year period, specifically beginning at the start fiscal 2023 and ending upon the completion of fiscal 2024. 50% of the units related to PRSU Revenue Growth Component become earned with 50% vesting upon certification of the metric by the Compensation Committee, and the remaining 50% of the units earned based on performance vesting upon the third anniversary of the date of grant. 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 2023 with respect to their PRSU awards based on the above criteria:

  24. Named Executive Officer Fiscal 2023 Performance-Based RSU Awards

    Named Executive Officer Fiscal 2023 Performance-Based RSU Awards

  25. Named Executive Officer Fiscal 2023 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 | — | 143,250 | 286,500 | 573,000 | | Thomas Schiller | — | 113,250 | 226,500 | 453,000 | | Ichiro Aoki | — | 6,250 | 12,500 | 25,000 | | Kanwardev Raja Singh Bal | — | 6,250 | 12,500 | 25,000 | | Steve Machuga (1) | — | 9,375 | 18,750 | 37,500 |

  26. Named Executive Officer Fiscal 2023 Performance-Based RSU Awards

    (1) Mr. Machuga retired as our Chief Operating Officer effective June 30, 2023, at which time he forfeited the PRSU awards granted to him effective January 3, 2023. Given that the performance periods for the PRSU Operating Income Component and the PRSU Revenue Growth Component have not yet been completed, neither metric has yet been achieved. However, given our fiscal 2023 performance, the PRSU Operating Income Component will not be met at the Maximum or Target achievement level. In December 2022, the Compensation Committee also approved grants of Stock Price RSUs to our executive officers, effective January 3, 2023. The Compensation Committee considers these Stock Price RSUs as a strategic unique grant to address significant gaps in equity holdings of our CEO and CFO and are intended to strengthen retention efforts and further align their interests with those of our stockholders with the ultimate objective of enhancing stockholder value. The units subject to the Stock Price RSUs are to be earned based on our achievement of the stock price hurdles of $20.00, $30.00 and $40.00 per share of our Class A common stock. These stock price hurdles were ambitious, given that our Class A common stock closed at $5.79 on the date of grant. Our Class A common stock price must average above each applicable stock price for sixty (60) calendar days for the performance hurdle to be satisfied. The Stock Price RSUs have a four-(4) year performance period, with one year vesting upon achievement of a stock price hurdle, as more fully described below. The following table sets forth the number of units that may be settled for shares of our Class A common stock for our named executive officers in fiscal 2023 with respect to their stock-price based RSU awards:

  27. Named Executive Officer Fiscal 2023 Stock-Price RSU Awards

    Named Executive Officer Fiscal 2023 Stock-Price RSU Awards

  28. Named Executive Officer Fiscal 2023 Stock-Price RSU Awards

    | Named Executive Officer | $20.00/Share Stock Price Hurdle | $30.00/Share Stock Price Hurdle | $40.00/Share Stock Price Hurdle | | Donald McClymont | 500,000 | 350,000 | 150,000 | | Thomas Schiller | 250,000 | 250,000 | 250,000 | | Ichiro Aoki | — | — | — | | Kanwardev Raja Singh Bal | 16,666 | 16,666 | 16,668 | | Steve Machuga (1) | 33,333 | 33,333 | 33,334 |

  29. Named Executive Officer Fiscal 2023 Stock-Price RSU Awards

    (1) Mr. Machuga retired as our Chief Operating Officer effective June 30, 2023, at which time he forfeited the Stock Price RSU awards granted to him effective January 3, 2023. The Stock Price RSUs shall be earned and become vested, if at all, based on the achievement of the stock price hurdles for the Company’s Class A common stock set forth above prior to the expiration of a four-year performance period. 50% of the Stock Price RSUs 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 the Stock Price RSUs earned for each price hurdle vesting upon the earlier of (i) one year from the date of achievement, or (ii) upon the fourth anniversary of the date of grant. For the avoidance of doubt, if the Company’s Class A common stock achieves a certain price target, the named executive officer shall be entitled to the number of shares at such price hurdle, plus any shares listed at any price target below the achieved price target. For example, should the Company achieve the $40.00 price hurdle, the named executive officer shall receive the number of shares for the $40.00, $30.00, and $20.00 price hurdles. To date, none of the stock price hurdles have been achieved.

  30. 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.”

  31. 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. Under the provisions of our plan, we match 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%. We also provide a “true-up” for participants who did not receive their maximum matching contribution during a 401(k) plan year as a result of meeting their contribution limits early in the year. We make matching contributions to help attract and retain employees, and to provide an additional incentive for our employees to save for their retirement in a tax-favored manner. We do not maintain any guaranteed pension plan or other defined benefit plan. 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 Chief Executive Officer 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. Anti-Hedging and Anti-Pledging Policy Under our Policy Regarding Insider Trading and Unauthorized Disclosures, 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 shareholders. 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 Shareholder Advisory Votes on Executive Compensation We ceased to be an emerging growth company at the end of fiscal 2023. The Annual Meeting will be the first meeting in which we are required to hold non-binding advisory shareholder votes on “say on pay” and “frequency on say on pay.” Because we have not held such votes, our Compensation Committee has yet to take into account the results of such votes in considering the principles behind our compensation and benefits philosophy and strategy. Policy with Respect to Section 162(m)

  32. 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 2023, fiscal year 2022, and fiscal year 2021.

  33. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | | Bonus (1)(2) | Stock Awards (2)(3) | Option Awards (2) | All Other Compensation (6) | Total | | Donald McClymont (4) | 2023 | $400,000 | | $— | $4,070,170 | $— | $19,196 | $4,489,366 | | Chief Executive Officer | 2022 | $400,000 | | $241,671 | $1,316,424 | $422,463 | $19,075 | $2,399,633 | | | 2021 | $220,000 | | $— | $— | $— | $34,886 | $254,886 | | Ichiro Aoki (4) | 2023 | $300,000 | | $— | $289,500 | $— | $6,996 | $596,496 | | President | 2022 | $275,000 | | $72,690 | $764,884 | $108,914 | $6,855 | $1,228,343 | | | 2021 | $200,000 | | $— | $— | $— | $16,080 | $216,080 | | Thomas Schiller (4) | 2023 | $345,000 | | $— | $3,065,370 | $— | $22,343 | $3,432,713 | | Chief Financial Officer | 2022 | $300,000 | | $101,955 | $493,660 | $158,422 | $23,418 | $1,077,455 | | and Executive Vice | 2021 | $300,000 | 0 | $— | $— | $— | $47,358 | $347,358 | | President of Strategy | | | | | | | | | | Kanwardev Raja Singh Bal (4)(5) | 2023 | $287,500 | | $— | $319,000 | $— | $17,916 | $624,415 | | Chief Accounting Officer | | | | | | | | | | Steve Machuga | 2023 | $171,600 | | $— | $1,407,750 | $— | $52,362 | $1,631,711 | | Chief Operating Officer | 2022 | $330,000 | | $106,349 | $968,536 | $174,269 | $8,250 | $1,587,404 | | | 2021 | $316,250 | | $— | $3,965,708 | $— | $40,801 | $4,322,759 |

  34. Summary Compensation Table

    (1)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 is as follows: Mr. McClymont — target bonus equal to 100% of base salary; Mr. Aoki — target bonus equal to 40% of base salary; Mr. Schiller — target bonus equal to 70% of base salary; Mr. Bal — target bonus equal to 40% of base salary; and Mr. Machuga — target bonus equal to 50% of base salary. As further described in our Compensation Discussion & Analysis, in March 2024, based on the Company’s fiscal 2023 performance, the Compensation Committee did not approve a bonus payment under our 2023 Incentive Plan for our named executive officers. (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, 2023. (3)Amounts reflect grants of PRSUs, Stock Price RSUs and time-based restricted RSUs. For fiscal 2023, 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, $3,317,670; Mr. Schiller $2,622,870; Mr. Aoki $2,622,870, Mr. Bal $144,750 and Mr. Machuga $217,125. (4)These named executive officers participated in a voluntary equity compensation 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, 2023.

  35. Summary Compensation Table

    | Name | RSUs | Equivalent Cash Compensation ($) | | Donald McClymont | 11,698 | $87,500 | | Thomas Schiller | 10,090 | $75,469 | | Ichiro Aoki | 8,774 | $65,625 | | Kanwardev Raja Singh Bal | 8,408 | $62,891 |

  36. Summary Compensation Table

    (5)Mr. Bal became a named executive officer in fiscal 2023. (6)Amount consists of Company matching and catch up contributions under the 401(k) Plan. For fiscal year 2023, the amounts include $12,200, $0, $12,200, $7,188 for Messrs. McClymont, Aoki, Schiller and Bal, respectively. Additionally, each such officer also was provided with Armadacare, which is an executive medical cost reimbursement program, which program costs $6,996, $6,855, $10,143 and $10,728 for Messrs. McClymont, Aoki, Schiller and Bal respectively, which was paid for by the Company. In connection with his retirement, Mr. Machuga also received 18 months of COBRA coverage beginning on July 1, 2023, with a monthly rate of $2,442.

  37. 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 2023:

  38. 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 stock or units (2) (#) | Grant date fair value of stock awards ($) (3) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Donald McClymont | | $200,000 | $400,000 | $800,000 | — | — | — | — | $— | | | 1/3/2023 | $— | $— | $— | — | — | — | 286,500 | $1,658,835 | | | 1/3/2023 | $— | $— | $— | 143,250 | 286,500 | 573,000 | — | $1,658,835(4) | | | 1/3/2023 | $— | $— | $— | 500,000 | 850,000 | 1,000,000 | — | $752,500(5) | | Thomas Schiller | | $120,750 | $241,500 | $483,000 | — | — | — | — | $— | | | 1/3/2023 | $— | $— | $— | — | — | — | 226,500 | $1,311,435 | | | 1/3/2023 | $— | $— | $— | 113,250 | 226,500 | 453,000 | — | $1,311,435(4) | | | 1/3/2023 | $— | $— | $— | 250,000 | 500,000 | 750,000 | — | $442,500(5) | | Ichiro Aoki | | $60,000 | $120,000 | $240,000 | — | — | — | — | $— | | | 1/3/2023 | $— | $— | $— | — | — | — | 37,500 | $217,125 | | | 1/3/2023 | $— | $— | $— | 6,250 | 12,500 | 25,000 | — | $72,375(4) | | Kanwardev Raja Singh Bal | | $57,500 | $115,000 | $230,000 | — | — | — | — | $— | | | 1/3/2023 | $— | $— | $— | — | — | — | 37,500 | $217,125 | | | 1/3/2023 | $— | $— | $— | 6,250 | 12,500 | 25,000 | — | $72,375(4) | | | 1/3/2023 | $— | $— | $— | 16,666 | 33,332 | 50,000 | — | $29,499(5) | | Steve Machuga | | $— | $— | $— | — | — | — | | (6) | | | 1/3/2023 | $— | $— | $— | — | — | — | 56,250 | $325,688(6) | | | 1/3/2023 | $— | $— | $— | 9,375 | 18,750 | 37,500 | — | $108,563(6) | | | 1/3/2023 | $— | $— | $— | 16,666 | 33,332 | 50,000 | — | $29,499(6) | | | 7/3/2023 | $— | $— | $— | — | — | — | 100,000 | $944,000(7) |

  39. Grants of Plan-Based Awards

    (1)The amounts shown represent the potential value of awards earned under the 2023 Incentive Plan. No amounts were actually paid to the named executive officers under the 2023 Incentive Plan as shown above in the “Summary Compensation Table” under “Non-Equity Incentive Plan Compensation.” For a more complete description of the 2023 Incentive Plan, please see the description above under “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Compensation.” (2)Represents time-based RSUs that vest in equal annual installments over a four-year period from the grant date. (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, 2023. (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. Given that the performance periods for the PRSU Operating Income Component and the PRSU Revenue Growth Component have not yet been completed, neither metric has yet been achieved. However, given our fiscal 2023 performance, the PRSU Operating Income Component will not be met at the Maximum or Target achievement level. 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 2023 Performance-Based RSU Awards.” (5)Stock Price RSU may be earned and become vested, if at all, based on the achievement of the stock price hurdles for the Company’s Class A common stock prior to the expiration of a four-year performance period. 50% of the Stock Price RSUs 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 the Stock Price RSUs earned for each price hurdle vesting upon the earlier of (i) one year from the date of achievement, or (ii) upon the fourth anniversary of the date of grant. To date, none of the stock price hurdles have been achieved. Please see the description above under “Compensation Discussion and Analysis — Compensation Elements — Fiscal 2023 Stock Price RSU Awards.” (6)Mr. Machuga retired as our Chief Operating Officer effective June 30, 2023, at which time he forfeited this award granted to him effective January 3, 2023. (7)Time based RSU granted in connection with Mr. Machuga’s advisory role for the Company.

  40. 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, 2023.

  41. Outstanding Equity Awards at Fiscal Year End

    | Name and Principal Position | Grant Date | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | 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 ($) | | Donald McClymont | 1/3/2022 | — | $— | | 18,462 | $149,727 | — | $—(1)(6) | | Chief Executive Officer | 1/3/2022 | 70,646 | $11.69 | 1/3/2032 | — | $— | — | $—(2) | | | 1/3/2022 | — | $— | | — | $— | 73,846 | $598,891(3)(6) | | | 1/3/2023 | — | $— | | 286,500 | $2,323,515 | — | $—(1)(6) | | | 1/3/2023 | — | $— | | — | $— | 286,500 | $2,323,515(4)(6) | | | 1/3/2023 | — | $— | | — | $— | 1,000,000 | $8,110,000(5) | | Ichiro Aoki | 1/3/2022 | — | $— | | 4,760 | $38,604 | — | $—(1)(6) | | President | 1/3/2022 | 18,213 | $11.69 | 1/3/2032 | — | $— | — | $—(2) | | | 1/3/2022 | — | $— | | — | $— | 19,038 | $154,398(3)(6) | | | 8/31/2022 | — | $— | | 37,500 | $304,125 | — | $—(1)(6) | | | 1/3/2023 | — | $— | | 37,500 | $304,125 | — | $—(1)(6) | | | 1/3/2023 | — | $— | | — | $— | 12,500 | $101,375(4)(6) | | Thomas Schiller | 1/3/2022 | — | $— | | 6,924 | $56,154 | — | $—(1)(6) | | Chief Financial Officer | 1/3/2022 | 26,492 | $11.69 | 1/3/2032 | — | $— | — | $—(2) | | and Executive Vice | 1/3/2022 | — | $— | | — | $— | 27,692 | $224,582(3)(6) | | President of Strategy | 1/3/2023 | — | $— | | 226,500 | $1,836,915 | — | $—(1)(6) | | | 1/3/2023 | — | $— | | — | $— | 226,500 | $1,836,915(4)(6) | | | 1/3/2023 | — | $— | | — | $— | 750,000 | $6,082,500(5) | | Kanwardev Raja Singh Bal | 1/29/2021 | — | $— | | 69,500 | $563,645 | — | $—(1)(6) | | Chief Accounting Officer | 3/9/2022 | 16,558 | $7.58 | 3/9/2032 | — | $— | — | $—(2) | | | 3/9/2022 | — | $— | | 4,327 | $35,092 | — | $—(1)(6) | | | 3/9/2022 | — | $— | | — | $— | 17,308 | $140,368(3)(6) | | | 8/31/2022 | — | $— | | 37,500 | $304,125 | — | $—(1)(6) | | | 1/3/2023 | — | $— | | 37,500 | $304,125 | — | $—(1)(6) | | | 1/3/2023 | — | $— | | — | $— | 12,500 | $101,375(4)(6) | | | 1/3/2023 | — | $— | | — | $— | 50,000 | $405,500(5) | | Steve Machuga | 7/3/2023 | — | $— | | 70,000 | $567,700 | — | $—(7) | | Chief Operating Officer | | | | | | | | |

  42. 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)Options vest in equal annual installments over a four-year period from the grant date. (3)PRSU award may be earned and become vested based on the achievement of stock price targets set at $16 (“Threshold Price”), $18 (“Target Price”) and $20 (“Maximum Price”), 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 the three-year anniversary of the grant date. These PRSUs represent shares that may be earned and become vested upon achievement of the Target Price (“Target Shares”). Achievement of the Threshold Price would result in 50% of the Target Shares being earned (“Threshold Shares”) and achievement of the Maximum Price would result in 200% of the target shares being earned (“Maximum Shares”). The actual number of PRSUs that vest for each named executive officer will be based on a straight line continuum calculation between the Threshold Shares and the Target Shares or between the Target Shares and the Maximum Shares. Notwithstanding the foregoing, to the extent the closing price of our Class A common stock equals or exceeds an average closing price of $20 per share during any 30 trading day period within the first 24 months of the three-year performance period, the Maximum Number of Shares shall vest on January 3, 2024. (4)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 the PRSU Operating Income Component and the PRSU Revenue Growth Component have not yet been completed, neither metric has yet been achieved. However, given our fiscal 2023 performance, the PRSU Operating Income Component will not be met at the Maximum or Target achievement level. 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 2023 Performance-Based RSU Awards.” (5)Stock Price RSU award may be earned and become vested, if at all, based on the achievement of the stock price hurdles for the Company’s Class A common stock prior to the expiration of a four-year performance period. 50% of the Stock Price RSUs 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 the Stock Price RSUs earned for each price hurdle vesting upon the earlier of (i) one year from the date of achievement, or (ii) upon the fourth anniversary of the date of grant. To date, none of the stock price hurdles have been achieved. “Compensation Discussion and Analysis — Compensation Elements — Fiscal 2023 Stock Price RSU Awards.” (6)The fair value of this award represents the valuation of the Class A common stock of indie Semiconductor, Inc. as of December 29, 2023 per a market close price of $8.11 per share. (7)Time based RSU with 40,000, 30,000 and 10,000 RSUs vesting on January 1, 2024, 2025, and 2026, respectively.

  43. 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 2023:

  44. 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 | — | $— | 6,153 | $35,626 | | Thomas Schiller | — | $— | 486,502 | $3,668,184 | | Ichiro Aoki | — | $— | 14,086 | $92,933 | | Kanwardev Raja Singh Bal | — | $— | 83,443 | $453,911 | | Steve Machuga | — | $— | 49,915 | $416,598 |

  45. 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.

  46. 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 each of our 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 officers’s employment at any time with Cause, (ii) the named executive officer voluntarily terminates his employment other than for Good Reason or (iii) the named executive officer dies, such named executive officer will be entitled to his 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 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 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 •a number of months of 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 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 executes a release of claims in favor of the Company, he 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 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 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, 2023, 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 accelerated equity values in the table reflect a price of $8.11 per share, which was the closing sale price of the Company’s common stock on the Nasdaq Capital Market on December 29, 2023, the last trading day of our fiscal 2023. The actual amounts to be paid out can only be determined at the time of the named executive officer’s separation from us.

  47. 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 | $600,000 | $800,000 | | | Annual Bonus | 600,000 | 800,000 | | | Health Care | 39,099 | 39,099 | | | Total Equity | 10,156,255 | 12,289,148 | | | Total | $11,395,354 | $13,928,247 | | Ichiro Aoki | Base Salary | $300,000 | $450,000 | | | Annual Bonus | 120,000 | 180,000 | | | Health Care | 24,318 | 36,477 | | | Total Equity | 389,018 | 902,627 | | | Total | $833,336 | $1,569,104 | | Thomas Schiller | Base Salary | $345,000 | $517,500 | | | Annual Bonus | 241,500 | 362,250 | | | Health Care | 34,995 | 52,493 | | | Total Equity | 3,992,908 | 8,009,566 | | | Total | $4,614,403 | $8,941,809 | | Kanwardev Raja Singh Bal | Base Salary | $287,500 | $431,250 | | | Annual Bonus | 115,000 | 431,250 | | | Health Care | 35,794 | 53,691 | | | Total Equity | 1,072,635 | 1,719,061 | | | Total | $1,510,929 | $2,635,252 |

  48. Pay vs. Performance

    Pay vs. Performance The following table shows the total compensation for our named executive officers, or NEOs, for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our CEO, and on an average basis, our other named executive officers (in each case, as determined under SEC rules), our TSR, our peer group TSR consisting of the Philadelphia Semiconductor Index, our net income, and our Company-Selected Measure, Non-GAAP Operating Income (Loss).

  49. Pay vs. Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (a) | Summary Compensation Table Total for PEO (b)(1) | Compensation Actually Paid to PEO (c)(2) | Average Summary Compensation Table Total for non-PEO NEOs (d)(3) | Average Summary 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 $) | Non-GAAP Operating Income (Loss) (i)(5) (in thousands $) | | 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 | $(118,607) | $(64,338) | | 2021 | $254,886 | $254,886 | $1,491,934 | $3,543,565 | $111.43 | $122.93 | $(52,788) | $(48,580) |

  50. Pay vs. Performance

    (1)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 2023 Summary Compensation Table in this Amendment No. 1 and the Summary Compensation Tables in our fiscal year 2021 and 2022 proxy statements. (2)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.

  51. Pay vs. Performance

    | Fiscal Year | Executives (CEO & NEO Average) | STC (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) | | 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 |

  52. 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 and $8.11 on December 31, 2023. 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 Summary Compensation Table as set forth on page 24 of this Amendment No. 1. For each of 2021, 2022 and 2023, the other named executive officers were:

  53. Pay vs. Performance

    | Fiscal Year | Name | | 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 |

  54. 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, 2023. (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 2023, 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; and (iii) the Company-Selected Measure, Non-GAAP Operating Income (Loss).

  55. 2023 Director Compensation

    2023 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.

  56. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2)(3) | Total | | David Aldrich | $90,000 | $175,001 | $265,001 | | Diane Biagianti (4) | $75,000 | $175,001 | $250,001 | | Diane Brink (4) | $90,000 | $175,001 | $265,001 | | Peter Kight | $75,000 | $175,001 | $250,001 | | Karl-Thomas Neumann | $75,000 | $175,001 | $250,001 | | Jeffrey Owens (4) | $75,000 | $175,001 | $250,001 | | Sonalee Parekh (4) | $90,000 | $175,001 | $265,001 |

  57. 2023 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, Mmes. Brink and Parekh serve as the chair of the Compensation Committee, the Nominating and Corporate Governance Committee and Audit Committee, respectively. (2)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 22, 2023, each non-employee director received a grant of 18,919 RSUs that had a grant date fair value of $175,001. The RSUs vest upon the earlier of June 21, 2024 or the date of the Company’s 2024 Annual Meeting of Stockholders. (3)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, 2023t. As of December 31, 2023, each of our non-employee directors held the following unvested restricted stock unit awards:

  58. 2023 Director Compensation

    | Name | Outstanding Stock Awards | | David Aldrich | 43,919 | | Diane Biagianti | 68,919 | | Diane Brink | 43,919 | | Peter Kight | 43,919 | | Karl-Thomas Neumann | 79,734 | | Jeffrey Owens | 43,919 | | Sonalee Parekh | 43,919 |

  59. 2023 Director Compensation

    (4)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.

  60. 2023 Director Compensation

    | Name | Shares Issued in-lieu of Cash (#) | Equivalent Cash Compensation ($) | | David Aldrich | 6,266 | $45,000 | | Diane Biagianti | 1,724 | $12,375 | | Diane Brink | 6,266 | $45,000 | | Sonalee Parekh | 6,266 | $45,000 |

  61. Indemnification of Directors and Officers

    Indemnification of Directors and Officers Our Bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). In addition, our Certificate of Incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL. In addition, we have entered into indemnification agreements with each of our directors and executive officers, to provide indemnification and reimbursement of expenses to the fullest extent permitted by law. The Company has entered into indemnification agreements with each of its officers and directors, which provide indemnification and advancement/reimbursement of expenses to the fullest extent permitted by law.