indie Semiconductor (INDI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2026, with advance registration required for participation and voting.

• Four main proposals will be voted on: election of three directors, advisory approval of executive compensation, amendment to the equity incentive plan, and auditor ratification.

• The board recommends voting in favor of all proposals.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal One: Elect three Class II directors for terms expiring at the 2029 annual meeting.

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

• Proposal Three: Approve amendment to the 2021 Omnibus Equity Incentive Plan to add 17,000,000 shares.

• Proposal Four: Ratify KPMG LLP as independent auditor for fiscal year ending December 31, 2026.

• Shareholder proposals for the 2027 meeting must be submitted by December 18, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board consists of eight members, six of whom are independent.

• Directors are divided into three staggered classes, each serving three-year terms.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Annual board and committee evaluations are conducted.

• Stock ownership guidelines require directors to own shares worth at least five times their annual retainer by 2028.

• Board leadership structure separates CEO and Chairman roles.