Diane Biagianti

About Diane Biagianti

Diane Biagianti, age 62, has served as an independent director of indie Semiconductor since April 2022. She is currently Senior Vice President, Governance at Glaukos Corporation (NYSE:GKOS) (since Aug 2023), and previously served as Glaukos’ General Counsel (2020–Aug 2023). Earlier roles include Chief Responsibility Officer at Edwards Lifesciences (2011–2020), division vice president at Abbott (post-2009 AMO acquisition), SVP & General Counsel at Advanced Medical Optics (2002–2009), VP & Assistant General Counsel at Experian (1997–2002), labor and employment attorney at O’Melveny & Myers, and senior accountant at M.J. Seby & Associates. She holds a JD from Cornell University and a BBA from the University of Arizona .

Past Roles

External Roles

No other current public company directorships are disclosed for Ms. Biagianti in the proxy .

Board Governance

• Independence: The Board determined that Ms. Biagianti is an independent director under Nasdaq and SEC rules .
• Committees and Roles:
  • Audit Committee member; designated by the Board as an “audit committee financial expert” (with Sonalee Parekh) .
  • Nominating & Corporate Governance Committee member; committee met 4 times in FY2024 (Chair: Diane Brink) .
• Committee Activity Levels (FY2024):
  • Board meetings: 10; each incumbent director attended at least 75% of aggregate Board and committee meetings served .
  • Audit Committee meetings: 8 .
  • Nominating & Corporate Governance Committee meetings: 4 .
• Independent director executive sessions: Independent directors meet outside management’s presence regularly .
• No family relationships among directors/officers disclosed .

Fixed Compensation

Performance Compensation

Directors’ equity is time-based RSUs; no director performance metrics (e.g., TSR, EBITDA) are applied to director equity awards. Annual and initial RSU structures are defined in the director program .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal/governance credentials: Former public-company general counsel; extensive ethics, compliance, sustainability, information security oversight experience .
• Audit/finance: Board-designated audit committee financial expert; Board skills matrix indicates finance/financial expertise among skills represented .
• Regulatory & compliance, corporate governance, cybersecurity/IT, executive leadership, human capital: Listed skill areas represented on the Board profile for current directors (including Biagianti) .
• Education: JD (Cornell); BBA (University of Arizona) .

Equity Ownership

Governance Policies, Conflicts, and Related-Party

• Related-party transaction oversight: Audit Committee reviews and approves related-person transactions; formal policy requires Audit Committee approval for transactions >$120,000 involving related persons .
• Related-party disclosures: Proxy details legacy exchange agreement mechanics relating to pre-merger units; no director family relationships disclosed and no Biagianti-specific related party transactions are identified in the section .
• Clawback, anti-hedging/pledging: Company has a Rule 10D-1/Nasdaq-compliant clawback policy for executives; prohibits hedging and pledging for directors and employees .
• Director independence and committee independence: Board affirmatively determined Biagianti and all committee members (Audit; Nominating & Corporate Governance) are independent under Nasdaq/SEC rules; Audit members meet Rule 10A-3 and financial literacy criteria .

Director Compensation Mix (2024 snapshot)

• Voluntary alignment: Participated in program to take a portion of cash in fully vested RSUs (2,393 shares equivalent to $18,565) and joined board-wide cash forbearance (Sep 1, 2024–Mar 31, 2025) .

Say-on-Pay & Shareholder Signals (context)

• Say-on-Pay support: 96.5% of votes cast supported NEO compensation at the 2024 annual meeting; the committee continued its approach emphasizing performance-based pay in response to strong support .
• Annual Say-on-Pay cadence: Policy provides for annual advisory votes, consistent with shareholder preference .

Governance Assessment

• Strengths:
  • Independence and oversight: Independent director; serves on Audit (financial expert) and Nominating & Corporate Governance—key levers for financial reporting integrity, risk/cyber oversight, succession, and board refreshment .
  • Engagement: Board (10 meetings), Audit (8), and Nominating (4) meetings in FY2024; all incumbent directors met the ≥75% attendance threshold .
  • Alignment mechanisms: Director equity grants (annual $175k RSUs; initial $225k RSUs) and voluntary cash-for-equity elections; robust stock ownership guidelines (5x retainer) and anti-hedging/pledging policy support long-term alignment .
• Watch items:
  • External executive role: Senior governance role at Glaukos (GKOS) represents meaningful time commitments; no related-party ties disclosed with indie, and independence affirmed, but remains a standard monitoring point for potential conflicts over time .
  • Ownership threshold status: Compliance with 5x retainer guideline is required by Mar 16, 2028 or 5 years post-appointment (whichever later); individual compliance status is not disclosed in the proxy .

No RED FLAGS identified in the proxy specific to Biagianti (e.g., related-party transactions, low attendance, pledging/hedging, option repricings). Company policies prohibit hedging/pledging and avoid excise tax gross-ups; repricing requires shareholder approval .