INDIE SEMICONDUCTOR INC CLASS A (INDI)
Sector: Information Technology
2026 Annual Meeting Analysis
INDIE SEMICONDUCTOR INC CLASS A · Meeting: May 28, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class II Directors
Against Analysis
Ms. Biagianti has been a director long enough that her tenure meaningfully overlaps the severe 3-year underperformance period — INDI's stock fell about 63% while the company's own peer group rose nearly 58%, a gap of over 120 percentage points that far exceeds the 20-point threshold under the policy; the 5-year track record offers no relief as the underperformance is even more persistent over that longer window.
Ms. Brink has been a director long enough that her tenure meaningfully overlaps the severe 3-year underperformance period — INDI's stock fell about 63% while the company's own peer group rose nearly 58%, a gap of over 120 percentage points that far exceeds the 20-point threshold; the 5-year record shows the same pattern of sustained underperformance, so the longer-term mitigant does not apply.
Mr. Neumann has been a director long enough that his tenure meaningfully overlaps the severe 3-year underperformance period — INDI's stock fell about 63% while the company's own peer group rose nearly 58%, a gap of over 120 percentage points that far exceeds the 20-point threshold; the 5-year record confirms this is not a transient dip, so no mitigating downgrade from AGAINST to FOR is warranted.
For Analysis
All three Class II nominees — Diane Biagianti, Diane Brink, and Karl-Thomas Neumann — are recommended AGAINST. INDI's stock has lost approximately 63% over three years while its own disclosed compensation peer group gained nearly 58%, a gap of about 120 percentage points that massively exceeds the 20-point policy threshold applicable when a company's absolute return is negative. The 5-year window shows the same pattern (INDI -66% vs. peers +5%), so the policy's longer-term mitigant does not rescue any of the three nominees.
Say on Pay
✓ FORCEO
Donald McClymont
Total Comp
$3,704,970
Prior Support
94.6%%
The CEO's total reported compensation of approximately $3.7 million is modest for a technology company of this market cap and size, and the proxy discloses that his base salary remained below the 25th percentile of the peer group even after a recent increase — meaning pay levels are not inflated. The prior Say on Pay vote received overwhelming support of 94.6%, well above the 70% threshold that would require scrutiny of whether shareholders' concerns were addressed. Although INDI's stock has badly underperformed its peers, the pay-for-performance concern is partially mitigated by the fact that the CEO and other executives voluntarily reduced their own salaries to $1 annually for several months, performance-based awards make up a meaningful portion of total pay (about 88.9% of CEO compensation is variable or at-risk), and the incentive plan includes real, pre-set revenue and margin targets rather than easily manipulated metrics — so the overall compensation structure is appropriately aligned with shareholder interests.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,970,000
Non-Audit Fees
$10,094
Non-audit fees (tax fees of $10,094) represent less than 1% of audit fees ($1,970,000), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; and KPMG is a Big 4 firm appropriate for a company of this size and complexity.
Overall Assessment
The 2026 INDI annual meeting presents a four-proposal ballot; the most significant outcome is a vote AGAINST all three Class II director nominees due to severe and sustained stock underperformance — INDI lost roughly 63% over three years while its own peer group gained nearly 58%, a gap that triggers the policy's director accountability rule, and the five-year record confirms this is not a short-term blip. The Say on Pay and auditor ratification proposals both pass their respective policy screens and are recommended FOR, supported by modest CEO pay levels, a strong prior Say on Pay result, and a clean auditor fee profile.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing