Ichiro Aoki
indie SemiconductorAbout Ichiro Aoki
Ichiro Aoki, age 60, is President and a director of indie Semiconductor. He co‑founded indie in 2012 after serving as co‑founder, board member, and Chief Architect of Axiom Microdevices (sold to Skyworks), and founder/co‑CEO of PST Eletronica (sold to Stoneridge). He holds a Ph.D. and M.S. in Electrical Engineering from Caltech and a B.S. from the University of Campinas; he has 35 patents and has authored numerous IEEE papers, two exceeding 400 citations . Pay‑versus‑performance disclosures identify Non‑GAAP Operating Income (Loss) as the most important performance measure linking compensation actually paid, and compare TSR versus the Philadelphia Semiconductor Index; 2024 annual cash incentive paid out at $0 and the PRSU EBITDA component was not met, indicating tight pay‑for‑performance alignment in a challenging year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| indie Semiconductor | President; Co‑founder | Not disclosed; co‑founded in 2012 | Leads strategy and technical roadmaps execution |
| Axiom Microdevices | Co‑founder, Board Member, Chief Architect | Not disclosed | Built RF/analog capability; company sold to Skyworks Solutions |
| PST Eletronica (Brazil) | Founder and co‑CEO | Not disclosed | Created automotive electronics platform; sold to Stoneridge, Inc. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Institute of Technology | Electrical Engineering Advisory Council Member | Current (as of proxy date) | Advises on EE program direction |
| Caltech Space‑based Solar Power Project | Scientific Advisory Board Member | Current (as of proxy date) | Guides applied research; reinforces technical stature |
Fixed Compensation
- During Sep 1, 2024–Mar 31, 2025, Aoki and certain executives voluntarily reduced base salary to $1 per year; target bonuses remained but no 2024 incentive payout was approved .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $275,000 | $300,000 | $200,000 |
| Target Bonus % of Salary | 40% | 40% | 40% |
| Actual Annual Bonus Paid ($) | $72,690 | $0 | $0 |
Performance Compensation
- Annual Cash Incentive (2024): Target $120,000 based on 40% of salary; three components set for fiscal 2024 were not achieved and payout was $0 .
- Equity mix (2024): Compensation Committee shifted toward time‑based RSUs to support retention in a transitional year, limiting grants to half target value while shortening vesting to stabilize annual value; executives must retain 50% of shares from RSU settlements until ownership requirements are met .
| 2024 Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Company financial goals (three components) | Not disclosed | $120,000 | Not achieved | $0 | N/A |
| PRSU Award (6/19/2024) | Operating Income, Revenue Growth, EBITDA components | Not disclosed | 5,835 sh. | EBITDA not met; other components TBD | TBD | Performance period; service required |
Time‑based RSUs (2024):
- Grant: 17,500 RSUs to Aoki on 6/19/2024; vesting in two equal annual installments on Mar 1, 2025 and Mar 1, 2026 .
Equity Ownership & Alignment
- Insider trading policy prohibits hedging and pledging; directors/officers cannot hold stock in margin accounts or pledge shares, with limited exceptions requiring pre‑clearance .
- Stock ownership guidelines require Section 16 officers (incl. Aoki) to own shares equal to 3x base salary by Mar 16, 2028 or 5 years from appointment; must retain half of post‑tax vested shares until compliant .
Beneficial Ownership (as of April 4, 2025):
| Holder | Class A Shares | Class V Shares | % of Total Common Stock |
|---|---|---|---|
| Ichiro Aoki | 59,465 | 4,939,362 | 2.4% |
Outstanding Equity Awards (as of Dec 31, 2024):
| Grant Date | Type | Shares/Options | Terms | Market Value ($) |
|---|---|---|---|---|
| 1/03/2022 | Time‑based RSUs | 3,174 sh. | 4‑yr annual vest | $12,855 (at $4.05) |
| 1/03/2022 | Stock‑price PRSUs | 19,038 sh. (target) | $16/$18/$20 price hurdles; cancelled at measurement date | $77,104 (pre‑cancellation) |
| 1/03/2022 | Options (unexercisable) | 9,107 opts | $11.69 strike; expire 1/03/2032 | N/A |
| 8/31/2022 | Time‑based RSUs | 25,000 sh. | 4‑yr annual vest | $101,250 |
| 1/03/2023 | Time‑based RSUs | 28,125 sh. | 4‑yr annual vest | $113,906 |
| 1/03/2023 | PRSUs | 6,250 sh. (target) | See plan‑based awards | $25,313 |
| 6/19/2024 | Time‑based RSUs | 17,500 sh. | 2‑yr annual vest | $70,875 |
| 6/19/2024 | PRSUs | 5,835 sh. (target) | PRSU components; EBITDA not met | $23,632 |
Employment Terms
- Change‑in‑control benefits are double‑trigger (require both CIC and qualifying termination); clawback policy applies to erroneously awarded incentive compensation within three years preceding a restatement .
Potential Payments upon Termination (as of Dec 31, 2024; share price $4.05):
| Scenario | Base Salary ($) | Annual Bonus ($) | Health Care ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Termination other than for Cause / Disability / Good Reason | $300,000 | $120,000 | $25,480 | $158,927 | $604,407 |
| Termination upon Change in Control | $450,000 | $180,000 | $38,220 | $424,934 | $1,093,154 |
Board Governance
- Board class and term: Aoki is a Class I director whose term expired at the 2025 Annual Meeting; nominees elected serve until the 2028 Annual Meeting .
- Independence: Aoki is not independent (management director); all Audit, Compensation, and Nominating committees are composed solely of independent directors .
- Committee memberships: Audit—Parekh (Chair), Aldrich, Biagianti, Owens ; Compensation—Aldrich (Chair), Brink, Neumann, Parekh ; Nominating—Brink (Chair), Biagianti, Owens .
- Attendance: Board met 10 times in FY2024; all incumbent directors attended at least 75% of meetings and committee meetings .
- Director compensation (non‑employee program): $75,000 cash retainer; $15,000 chair fees; annual $175,000 RSU grant; directors elected to forgo cash retainer Sep 1, 2024–Mar 31, 2025 .
Multi‑Year Compensation Summary (NEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $275,000 | $300,000 | $200,000 |
| Bonus ($) | $72,690 | $0 | $0 |
| Stock Awards ($) | $764,884 | $289,500 | $151,561 |
| Option Awards ($) | $108,914 | $0 | $0 |
| All Other Compensation ($) | $6,855 | $6,996 | $7,149 |
| Total ($) | $1,228,343 | $596,496 | $358,710 |
Compensation Structure Analysis
- Shift toward time‑based RSUs in 2024 to stabilize retention amid transitional conditions; PRSUs still used but weighted less than prior years; equity grants limited to half target to conserve plan shares, with shorter vesting cadence to offset value .
- Strong governance posture: independent Compensation Committee with independent advisor; no hedging/pledging; no option repricing without stockholder approval; no excise tax gross‑ups; robust stock ownership guidelines; clawback compliant with Rule 10D‑1 .
- Say‑on‑pay support: 96.5% approval at 2024 Annual Meeting; policy for annual say‑on‑pay maintained .
Related Party / Capital Structure Notes
- Exchange Agreement with ADK LLC Minority Holders provides for exchange of Post‑Transaction LLC Units (paired with Class V voting shares) into Class A common stock on a one‑for‑one basis; Aoki holds Class V shares alongside common .
Risk Indicators & Red Flags
- Anti‑hedging/anti‑pledging policy reduces alignment risks; option repricing prohibited absent stockholder approval .
- Double‑trigger CIC; clawback policy in place; no perquisites generally provided to officers .
- 2024 incentives unpaid amid performance shortfalls (e.g., PRSU EBITDA component not met), indicating a disciplined pay‑for‑performance stance .
Investment Implications
- Alignment: High equity orientation with strict ownership/holding requirements and anti‑hedging/pledging; 2024 time‑based RSUs with shorter vest stabilize retention while conserving shares—constructive for medium‑term execution continuity .
- Retention/pressure: 2024 salary election to $1 highlights capital discipline; near‑term vest dates (Mar 1, 2025 and Mar 1, 2026) may create predictable withholding/sell‑to‑cover events but no hedging/pledging allowed; monitor Form 4s around vest dates for selling pressure. Attempted insider trade retrieval (Form 4) could not be completed due to an access error; consider re‑checking later for transactional signals.
- Governance: Aoki’s dual role (President + Director) is balanced by fully independent key committees and strong say‑on‑pay support (96.5%), mitigating independence concerns .
- Change‑in‑control economics: Double‑trigger with modest cash severance and defined equity acceleration; quantified payouts indicate manageable dilution/cash impact in CIC/termination scenarios .