indie Semiconductor, Inc. Files 10-K/A Amendment

TL;DR

<b>indie Semiconductor, Inc. has filed an amendment to its 2023 10-K report.</b>

AI Summary

indie Semiconductor, Inc. (INDI) filed a Amended Annual Report (10-K/A) with the SEC on March 20, 2024. This filing is an amendment to the 10-K for the fiscal year ended December 31, 2023. The company's principal executive offices are located at 32 Journey, Aliso Viejo, California. indie Semiconductor, Inc. is incorporated in Delaware. The company's Class A common stock trades under the symbol INDI on The Nasdaq Stock Market LLC. The filing indicates the company is a large accelerated filer.

Why It Matters

For investors and stakeholders tracking indie Semiconductor, Inc., this filing contains several important signals. This amendment provides updated or corrected information for the annual report, which is crucial for investors to have the most accurate financial and operational data. As a large accelerated filer, the company is subject to more stringent reporting requirements, indicating a certain level of financial maturity and public scrutiny.

Risk Assessment

Risk Level: low — indie Semiconductor, Inc. shows low risk based on this filing. The filing is an amendment to a previous 10-K, suggesting potential corrections or additions to previously reported information, but the nature of the amendment is not detailed in this header.

Analyst Insight

Review the specific amendments made in this 10-K/A filing to understand any changes in financial reporting, business operations, or risk factors.

Key Numbers

• 20231231 — Fiscal Year End (Reported fiscal year end)
• 001-40481 — Commission File Number (SEC file number)
• 92656 — ZIP Code (Business address ZIP code)
• 949-608-0854 — Business Phone (Registrant's telephone number)

Key Players & Entities

• indie Semiconductor, Inc. (company) — Registrant name
• INDI (company) — Trading Symbol
• The Nasdaq Stock Market LLC (company) — Exchange where registered
• Delaware (company) — State of incorporation
• 32 Journey, Aliso Viejo, California, 92656 (company) — Principal Executive Offices
• 20231231 (date) — Fiscal year end

FAQ

Industry Context

indie Semiconductor operates in the semiconductors industry, specifically focusing on advanced automotive solutions.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including filing annual reports (10-K) and amendments.

What Investors Should Do

1. Analyze the specific changes and additions in the 10-K/A filing.
2. Verify the accuracy of financial and operational data presented.
3. Assess any new risk factors or disclosures introduced by the amendment.

Year-Over-Year Comparison

This is an amended filing (10-K/A) for the fiscal year ended December 31, 2023, indicating updates or corrections to the original 10-K.

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share INDI The Nasdaq Stock Market
• $9.40 — 30, 2023, based on the closing price of $9.40 for shares of the Registrant's Class A
• $30 billion — 0 technology company with approximately $30 billion in revenues. As Senior Vice President.
• $223.2 m — as follows: Overall net revenues were $223.2 million, up 101% from the prior fiscal ye

Filing Documents

• indi-20231231.htm (10-K/A) — 1030KB
• exhibit313.htm (EX-31.3) — 4KB
• exhibit314.htm (EX-31.4) — 5KB
• indi-20231231_g1.jpg (GRAPHIC) — 53KB
• indi-20231231_g2.gif (GRAPHIC) — 38KB
• indi-20231231_g3.jpg (GRAPHIC) — 34KB
• indi-20231231_g4.jpg (GRAPHIC) — 31KB
• indi-20231231_g5.jpg (GRAPHIC) — 33KB
• 0001628280-24-011961.txt (&nbsp;) — 1882KB
• indi-20231231.xsd (EX-101.SCH) — 3KB
• indi-20231231_def.xml (EX-101.DEF) — 22KB
• indi-20231231_lab.xml (EX-101.LAB) — 42KB
• indi-20231231_pre.xml (EX-101.PRE) — 25KB
• indi-20231231_htm.xml (XML) — 8KB

Executive Compensation

Executive Compensation 6 Item 12.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters 33 Item 13. Certain Relationships and Related Transactions, and Director Independence 35 Item 14. Principal Accountant Fees and Services 39 PART IV Item 15. Exhibits and Financial Statement Schedules 41

Signatures

Signatures 45 2 Table of Contents EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A ("Amendment No. 1") amends the Annual Report on Form 10-K of indie Semiconductor, Inc. (the "Company," "we," "our" or "us") for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission (the "SEC") on February 29, 2024 (the "Original Report"). The Company is filing Amendment No. 1 to include the information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K. This information was previously omitted from the Original Report in reliance on General Instruction G(3) to the Annual Report on Form 10-K, which permits the above-referenced Items to be incorporated in the Original Report by reference from a definitive proxy statement filed no later than 120 days after December 31, 2023. The reference on the cover page of the Original Report to the incorporation by reference to portions of our definitive proxy statement into Part III of the Original Report has been deleted. This Amendment No. 1 amends and restates in their entirety Items 10 through 14 of the Original Report. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certificates of our chief executive officer and chief financial officer required by Rule 13a-14(a) under the Exchange Act are being filed as exhibits to this Amendment No. 1. We are amending Item 15 of Part IV of the Original Report to reflect the inclusion of these certifications. We are also amending Item 15 of Part IV to correct certain hyperlinks that were incorrect in the Original Report. Except as otherwise expressly noted herein, this Amendment No. 1 does not amend, modify or update any other information set forth in the Original Report. Furthermore, this Amendment No. 1 does not change any previously reported financial results, nor does it reflect events occurring after the filing date of the Original Report. Information not affected by this Amendme

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table and biographical descriptions provide information regarding our executive officers and directors as of the date of this Amendment No. 1. Name Age Position Donald McClymont 55 Chief Executive Officer and Director Ichiro Aoki 59 President and Director Thomas Schiller 53 Chief Financial Officer & Executive Vice President of Strategy Kanwardev Raja Singh Bal 48 Chief Accounting Officer Steven Machuga * 59 Chief Operating Officer David Aldrich 67 Director Diane Biagianti 61 Director Diane Brink 65 Director Peter Kight 67 Director Karl-Thomas Neumann 62 Director Jeffrey Owens 69 Director Sonalee Parekh 50 Director * Mr. Machuga retired as Chief Operating Officer effective June 30, 2023. Directors Our Board of Directors ("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; 3 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, Peter Kight and Donald McClymont and their current terms expire at the 2024 Annual Meeting of Stockholders. Selected biographical information for each of our directors, including their principal occupation and employment and period of service as a director of indie, as well as information regarding the specific experience, qualifications, attributes or skills that led to the conclusion that each director listed below should serve as a member of the Board, are set forth below. Class I Directors Ichiro Aoki 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 strategie

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE 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 6 Table of Contents 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. Compensation Discussion and Analysis This section explains our executive compensation program in general and how it operates with respect to our executive officers and, in particular, our named executive officers. For fiscal 2023, our named executive officers consisted of: our Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and Executive Vice President of Strategy, President, Chief Accounting Officer, and our former Chief Operating Officer, who retired effective June 30, 2023. These named executive officers are as follows: Donald McClymont, Chief Executive Officer; Thomas Schiller, Chief Financial Officer and Executive Vice President of Strategy Ichiro Aoki, President; Kanwardev Raja Singh Bal, Chief Accounting Officer; and Steven Machuga, our former Chief Operating Officer. Management Transition In June 2023, Mr. Machuga retired as our

View Full Filing

View this 10-K/A filing on SEC EDGAR