indie Semiconductor Inc

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).

(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.

(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:

(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).

2023 Performance Measures

The Compensation Committee uses a mix of performance measures to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for named executive officers’ 2023 compensation decisions are listed in the table below, each of which is described in more detail in our Compensation Discussion & Analysis.

Most Important Performance Measures

Non-GAAP Operating Income (Loss)

Relative Revenue Growth