Donald McClymont
indie SemiconductorAbout Donald McClymont
Donald McClymont, age 56, is indie Semiconductor’s co-founder, Chief Executive Officer, and a Class III director; he holds a Master’s in Engineering Electronics and Electrical from the University of Glasgow and has five patents . He co-founded indie in 2012 and is responsible for strategic vision and execution, with his current board term expiring at the 2027 Annual Meeting . FY2024 performance under his tenure included net revenues of $216.6 million, down 2.9% year-over-year, with Non-GAAP operating loss of $65.4 million and GAAP net income of -$144.2 million; company TSR fell to $37.64 (per $100 initial investment) versus $75.37 in 2023, reflecting challenging market conditions . The Compensation Committee’s design tied incentives to revenue growth, Non-GAAP operating income, and Non-GAAP EBITDA, and confirmed the EBITDA PRSU component was not met for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axiom Microdevices | Vice President of Marketing | Not disclosed | Drove company strategy, sales engagements, and key industry partnerships |
| Skyworks Solutions/Conexant | Product Line Director | Not disclosed | Led product line activities in prior RF/wireless businesses |
| Fujitsu | Marketing Manager | Not disclosed | Marketing leadership experience |
| Thesys (now X-FAB/Melexis) | Design Engineer | Not disclosed | Engineering foundation in semiconductors |
| Wolfson (now Cirrus Logic) | Design Engineer | Not disclosed | Engineering foundation in audio/mixed signal |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | No external public company directorships disclosed for McClymont |
Board Governance
- Class III director; current term expires at the 2027 Annual Meeting .
- Not independent due to his officer role; the Board maintains a majority of independent directors and uses regular executive sessions without management .
- Committees are fully independent; McClymont is not listed as a member. Audit: Parekh (Chair), Aldrich, Biagianti, Owens; Compensation: Aldrich (Chair), Brink, Neumann, Parekh; Nominating & Governance: Brink (Chair), Biagianti, Owens .
- Board met 10 times in FY2024; all directors attended at least 75% of meetings .
- Chairman is David Aldrich, providing separation of chair/CEO roles (mitigates dual-role concerns) .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Notes |
|---|---|---|---|
| 2022 | 400,000 | 100% | — |
| 2023 | 400,000 | 100% | — |
| 2024 | 266,667 | 100% | Temporary salary reduction: $1/year effective 9/1/2024–3/31/2025 |
Performance Compensation
Short-Term Incentives (FY2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue Growth vs Peer Group | 50% | Set by Committee | Not achieved | $0 |
| Non-GAAP Operating Income | 25% | Set by Committee | Not achieved | $0 |
| Non-GAAP EBITDA | 25% | Set by Committee | Not achieved; EBITDA component will not be met | $0 |
| CEO Annual Cash Incentive (FY2024) | Annual Base Salary ($) | Target % | Target Payment ($) | Actual Payment ($) |
|---|---|---|---|---|
| Donald McClymont | 400,000 | 100% | 400,000 | — (none) |
Long-Term Equity Awards (FY2024)
| Award Type | Grant Date | Shares/Units | Vesting Schedule | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Time-based RSUs | 6/19/2024 | 325,000 | Equal annual installments over two years | 2,110,875 |
| PRSUs (Performance RSUs) | 6/19/2024 | Threshold 54,168; Target 108,335; Max 216,670 | Per metrics (Revenue Growth, Operating Income, EBITDA) | 703,636 |
| EEPP RSUs (salary-for-stock) | FY2024 | 34,227 | Fully vested at grant | Equivalent cash comp $200,008 |
- FY2024 equity program favored RSUs over options to reduce dilution; executives asked for and received temporary salary reductions (with some compensation via fully vested RSUs) to conserve cash and support drive to profitability .
- CFO/COO received additional Stock-Price RSUs tied to a $13 stock price hurdle; although not McClymont-specific, indicates broader retention focus; the company expects stock-price RSUs to vest contingent on price hurdle over a three-year period .
Multi-year Compensation Summary (CEO)
| Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 400,000 | 241,671 | 1,316,424 | 422,463 | 19,075 | 2,399,633 |
| 2023 | 400,000 | — | 4,070,170 | — | 19,196 | 4,489,366 |
| 2024 | 266,667 | — | 2,814,511 | — | 17,816 | 3,098,993 |
- Pay mix is heavily at-risk: 88.9% of CEO target total direct compensation is variable (annual cash + long-term equity), with 77.9% from long-term equity .
- 2024 “compensation actually paid” (CAP) to CEO was negative (-$992,776), driven by equity value changes; TSR for 2024 was $37.64 vs peer $155.13 .
Equity Ownership & Alignment
| Holder | Class A Shares | Class V Shares | % of Total Common Stock |
|---|---|---|---|
| Donald McClymont | 314,650 | 5,366,425 | 2.7% |
- Class V shares correspond to exchangeable LLC units (one-for-one into Class A); upon exchange, corresponding Class V shares are cancelled .
- Stock ownership guidelines: CEO must hold at least 6x base salary in company stock by March 16, 2028 (retain 50% of net shares from equity until compliant); other Section 16 officers: 3x salary; directors: 5x $75k retainer .
- Anti-hedging/anti-pledging: directors and officers are prohibited from hedging and pledging company stock; margin accounts are prohibited absent rare exceptions .
- Clawback: company must recover erroneously awarded incentive compensation following a material restatement, covering current/former executive officers (Rule 10D-1/Nasdaq compliant) .
Employment Terms
| Scenario (as of 12/31/2024) | Base Salary ($) | Annual Bonus ($) | Health Care ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Termination other than for Cause, Disability, or Good Reason | 600,000 | 600,000 | 38,220 | 5,077,913 | 6,316,133 |
| Change in Control Termination (Double Trigger) | 800,000 | 800,000 | 38,220 | 7,604,337 | 9,242,557 |
- Employment Agreements effective January 1, 2023; CEO severance: 18 months base + target bonus, 18 months COBRA equivalent, and 12 months accelerated vesting; CIC severance: 24 months base + target bonus, 18 months COBRA, and 100% accelerated vesting of equity awards (performance awards at target; stock-price awards at target) .
- No excise tax gross-ups related to change in control; double-trigger required .
Performance & Track Record
- FY2024 highlights: radar SoC verification for late-2025 production; multiple OEM design-wins in camera processing; ASIL-D certification for electrification ASIC; surpassed 400 million cumulative chip shipments; issued $188 million convertible notes in Dec-2024 .
- Leadership continuity: CEO signed SOX Section 302/906 certifications and acted as Principal Financial Officer in Q3 2025 amid CFO transition, then announced promotion of Naixi Wu to CFO on Nov 6, 2025 .
Director Compensation & Say-on-Pay
- Say-on-Pay (2024 Annual Meeting): 96.5% approval, reinforcing support for pay philosophy and at-risk design .
- Director stock ownership guidelines and independence standards are robust; committee charters authorize use of independent advisors .
Compensation Structure Analysis
- Shift toward RSUs over options to reduce dilution; extensive use of PRSUs and time-based RSUs, with CEO receiving large RSU grants in 2024 and participating in EEPP fully-vested RSUs in lieu of cash, signaling alignment and cash conservation focus .
- At-risk weighting is high (88.9% for CEO), but 2024 payouts were zero under the short-term plan due to underperformance vs targets; the EBITDA PRSU component failed, indicating strict performance linkage .
- Governance mitigants: clawback policy; anti-hedging/pledging; double-trigger CIC; no option repricing; no excise tax gross-ups .
Risk Indicators & Red Flags
- 2024 TSR and negative CAP for CEO indicate equity value pressure; EBITDA PRSU not met; revenue declined 2.9% YoY .
- CFO transitions across 2024–2025, with CEO acting as PFO for Q3 2025 prior to appointing new CFO; transition risk noteworthy but addressed via appointment of Naixi Wu .
- Policies ban hedging/pledging and include clawback, reducing misalignment risk despite high equity mix .
Investment Implications
- Alignment: Very high at-risk pay mix, zero short-term payout in 2024, and PRSU metrics tied to revenue growth, Non-GAAP operating income, and EBITDA suggest strong pay-for-performance; CEO’s EEPP participation and temporary salary $1 supports cash conservation and alignment with shareholders .
- Retention and selling pressure: Large 2024 RSU grants with near-term vesting (two-year schedule) and fully vested EEPP RSUs increase potential tradable float for insiders, but anti-hedging/pledging policies and stock ownership guidelines mitigate misalignment risks; monitor Form 4s and 144s for actual selling activity .
- Governance: Separation of Chair/CEO, majority-independent board and committees, clawback, and double-trigger CIC terms are investor-friendly; say-on-pay support (96.5%) indicates shareholder endorsement despite operational headwinds .
- Execution risk: 2024 financial underperformance relative to targets (revenue down, non-GAAP operating loss, EBITDA component missed) and leadership transitions raise near-term execution risk; key upside catalysts include radar SoC production, design-wins across modalities, and capital flexibility from 2024 convert offering .