Diane Brink
indie SemiconductorAbout Diane Brink
Diane Brink (age 66) is an independent director of indie Semiconductor, Inc. since June 2021. She is a former IBM senior executive who served as Chief Marketing Officer for Global Technology Services (2008–2015), and currently is a Senior Fellow and Adjunct Professor at Northwestern’s Kellogg School of Management. She holds an MBA in Finance from Fordham University and a BS in Computer Science from Stony Brook University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Chief Marketing Officer, Global Technology Services; prior senior leadership roles including WW Integrated Marketing Communications, VP Marketing & Strategy (Americas), GM Middle Markets | CMO GTS: Sep 2008–Jan 2015; retired Feb 2015 | Led shift to cloud-based, analytics-driven services; advanced digital transformation (digital marketing, social, e-commerce) |
| Various non-profit/industry bodies (ANA, AERTC, Iona Preparatory) | Board roles | Not specified | Governance and industry engagement |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Belden Inc. (NYSE: BDC) | Independent Director | Current | Chair, Nominating & Corporate Governance; Chair, Cybersecurity Committee |
| Altus Power, Inc. (NYSE: AMPS) | Independent Director | Jan 2023–Mar 2024 | Chair, Compensation Committee; Member, Audit Committee |
| Northwestern University, Kellogg School of Management | Senior Fellow and Adjunct Professor | Current | KMCI faculty role |
| Stony Brook University | Dean’s Council, College of Engineering & Applied Sciences | Current | Council member |
| NACD | Governance Fellow | Current | Professional designation |
Board Governance
- Independence: The Board determined Brink is independent under Nasdaq rules .
- Board structure: 8 directors; 6 independent; classified board (staggered 3 classes) .
- Committee memberships (2024):
- Chair, Nominating & Corporate Governance Committee (4 meetings in 2024) .
- Member, Compensation Committee (6 meetings in 2024) .
- Attendance: The Board met 10 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings .
- Annual meeting participation: All directors attended the 2024 Annual Meeting of Stockholders .
- Stock ownership guidelines for directors: Minimum ownership of 5x base cash retainer ($375,000) by the later of March 16, 2028 or five years after appointment; directors must retain half of after-tax RSU shares until met .
- Hedging/pledging: Directors are prohibited from hedging and pledging company stock .
Fixed Compensation
| Component (FY2024 unless noted) | Brink Amount | Notes |
|---|---|---|
| Annual Board cash retainer | Program design: $75,000 | Company program design across non-employee directors |
| Committee chair cash retainer | Program design: $15,000 | Chair of Nominating & Corporate Governance Committee |
| Fees earned/paid in cash (reported) | $67,503 | 2024 proxy reported cash fees; note temporary cash retainer forgone Sep 1, 2024–Mar 31, 2025 |
| RSUs in lieu of cash (shares; $) | 4,351; $33,753 | Voluntary program to receive cash comp in fully vested RSUs |
| Annual director RSU grant (grant date 6/13/2024) | 23,681 RSUs; grant-date FV $175,003 | Vests on earlier of 6/13/2025 or 2025 Annual Meeting date |
- Temporary retainer action: All directors voluntarily forgone quarterly cash retainer Sep 1, 2024–Mar 31, 2025 .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time-based RSUs (initial: $225k over 3 years; annual: $175k over 1 year) | No performance metrics disclosed for directors; vesting is service-based |
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Notes |
|---|---|---|---|
| Belden Inc. (NYSE: BDC) | Industrial tech/connectivity | Independent Director; Chair NCG and Cybersecurity Committees | Interlock: INDI Chairman David Aldrich also serves on Belden’s board |
| Altus Power, Inc. (NYSE: AMPS) | Energy/solar | Former Independent Director; Chair Compensation, Member Audit | Tenure Jan 2023–Mar 2024 |
- Potential interlock consideration: Two INDI directors (Brink and Aldrich) serving on Belden’s board may create information-flow/network concentration; no related party transactions involving Brink are disclosed in the proxy -.
Expertise & Qualifications
- Board skills matrix flags Brink for: Executive Leadership, Corporate Governance, Public Company Board Experience, M&A/Strategic Growth, Cybersecurity/IT, Sales & Marketing, Operations/Supply Chain, Technology/Industry, Sustainability & Culture .
- Education: MBA, Fordham University; BS, Computer Science, Stony Brook University .
- Academic engagement: Senior Fellow/Adjunct Professor, Kellogg School; NACD Governance Fellow .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of April 4, 2025) | 133,188 shares of Class A Common Stock; <1% of total common stock; no Class V |
| Unvested director RSUs outstanding (12/31/2024) | 23,681 RSUs |
| Shares pledged as collateral | Prohibited by company policy |
| Hedging | Prohibited by company policy |
| Director ownership guideline | 5x base cash retainer ($375,000) by March 16, 2028 or 5 years from appointment; hold 50% of net RSU shares until met |
| Section 16 compliance | Company reported timely filings for 2024; one late Form 4 applied to Mr. Aldrich, not Brink |
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Proxy does not provide Form 4 transaction details; Section 16 compliance reported; see EDGAR for Forms 4 |
Governance Assessment
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Strengths
- Independent director with robust governance, cyber/IT, marketing, and operating expertise; chairs Nominating & Corporate Governance Committee and serves on Compensation Committee, aligning with board effectiveness and oversight needs .
- Attendance met board standard (≥75%); full board attended 2024 annual meeting, signaling engagement .
- Strong shareholder alignment features: ownership guidelines for directors; prohibitions on hedging/pledging; director compensation emphasizes equity, with voluntary cash retainer forbearance in 2H24–Q1’25 .
- Compensation Committee independence and use of independent advisor (Aon); no interlocks reported for the committee; Say‑on‑Pay support at 96.5% in 2024 .
-
Watch items / potential red flags
- Board interlock: Belden board overlap with INDI’s independent Chair (Aldrich) and Brink may merit monitoring for over-boarding or influence concentration, though within INDI’s stated limits (max 4 boards for non-executives including INDI) .
- No director-specific related-party transactions disclosed; continue to monitor annual disclosures and 8‑K filings for changes -.
-
Implications for investors
- Brink’s governance leadership and cyber expertise are positives for board risk oversight and ESG practices. The equity-heavy director pay structure and ownership rules support alignment. The Belden interlock should be monitored but does not, by itself, indicate a conflict based on current disclosures .