David Aldrich

About David Aldrich

David Aldrich, age 66, is an independent director of indie Semiconductor (INDI) and previously served as the company’s Chairman since June 2021. He was Chairman and Executive Chairman of Skyworks Solutions (2014–2018; Executive Chairman 2016–2018) and earlier its CEO (since 2002), with prior senior roles at Alpha Industries (President & CEO from April 2000; joined 1995 as CFO) and at Adams-Russell and M/A-COM. He holds a BA in Political Science from Providence College and an MBA from the University of Rhode Island; honors include EY New England Entrepreneur of the Year (Semiconductor) in 2004 and Massachusetts Technology Leadership Council CEO of the Year in 2014 .

Past Roles

External Roles

Board Governance

• Committees: Compensation Committee Chair; Audit Committee member. Compensation Committee members: Aldrich (Chair), Diane Brink, Karl-Thomas Neumann, Sonalee Parekh . Audit Committee members (FY2024): Sonalee Parekh (Chair), David Aldrich, Diane Biagianti, Jeffrey Owens .
• Independence: Board has determined Aldrich is independent under Nasdaq and SEC rules; audit and compensation committees comprised of independent directors .
• Meetings and attendance: Board met 10 times in FY2024; each incumbent director attended at least 75% of Board and committee meetings on which they served . In FY2023, Board met 4 times; each incumbent attended at least 75% .
• Board leadership: Roles of CEO and Chairman are separated; the Chairman is independent, focusing on governance and oversight .
• Committee activity: Compensation Committee met 4 times in FY2023 ; Audit Committee met 8 times in FY2024 .
• Policies: Clawback policy adopted compliant with Rule 10D-1/Nasdaq; recovery of erroneously awarded incentive compensation for restatements (applies to executive officers) .

Fixed Compensation

Performance Compensation

Additional equity elections:

• RSUs granted in-lieu of cash compensation (fully vested at grant) under voluntary director program:
  • 2024: 8,702 shares for $67,507 .
  • 2023: 6,266 shares for $45,000 .

Other Directorships & Interlocks

• No compensation committee interlocks or relationships requiring related-party disclosure for Compensation Committee members (including Aldrich) in FY2023 .
• Board service limits: up to four public company boards for non-exec directors; considered in suitability assessments .

Expertise & Qualifications

• Education: BA, Providence College; MBA, University of Rhode Island .
• Domain expertise: Semiconductor leadership, operations, finance; recognized industry awards (EY Entrepreneur of the Year 2004; MTL Council CEO of the Year 2014) .
• Board qualifications: Leadership and public company board experience; independent oversight of compensation and audit matters .

Equity Ownership

Stock ownership guidelines:

• Non-employee directors must own Company stock valued at ≥5x base director cash retainer ($75,000 → $375,000) by the later of Mar 16, 2028 or five years post-appointment; required to retain half of RSU-derived shares until compliant .

Hedging/pledging guardrails:

• Company policy prohibits short sales, public options trading, and most hedging; pledging of Company shares is prohibited absent approved exception demonstrating repayment capacity . No pledges/hedging by Aldrich are disclosed.

Governance Assessment

• Strengths: Independent director with deep semiconductor leadership; Compensation Committee Chair overseeing clawback-compliant pay programs; high board activity (10 meetings in FY2024) and at least 75% attendance; Audit Committee membership enhances financial oversight .
• Alignment signals: Consistent annual RSU grants; voluntary RSU-in-lieu-of-cash elections in 2023 and 2024; director stock ownership guidelines with retention requirements .
• Shareholder feedback: Strong say-on-pay support—FY2024 votes For 115,060,767 / Against 4,106,964 / Abstain 594,569 (≈96% approval); FY2025 For 131,160,932 / Against 6,791,963 / Abstain 584,071 (≈95% approval) .
• Potential risks/RED FLAGS to monitor: Multiple external boards in the semiconductor/industrial ecosystem (Belden, Allegro) may create time commitment and potential industry overlap—no related-party transactions disclosed, but ongoing monitoring prudent . No attendance shortfalls or say-on-pay issues are indicated .

Independence status confirmed; no related-party disclosures involving Aldrich; Compensation Committee interlocks negative (none) .

Notes on Director Compensation Structure

• Non-Employee Director Compensation Program: Annual cash retainer $75,000; additional $15,000 for each committee chair role (Aldrich is Compensation Committee Chair). Initial RSU grant $225,000 vesting over three years; annual RSU grant $175,000 vesting over one year; post-2023 voluntary program allows conversion of cash retainers/chair fees into fully vested RSUs at grant date .
• FY2024 adjustment: Directors voluntarily forgone quarterly cash retainer payments from Sep 1, 2024 through Mar 31, 2025 .

Related-Party Transactions & Conflicts

• Audit Committee oversees related person transactions; Compensation Committee members (including Aldrich) had no relationships requiring disclosure in FY2023 .
• Insider trading policy prohibits shorting, options, hedging, and pledging (with limited exception) to protect alignment with shareholders .