Karl-Thomas Neumann
indie SemiconductorAbout Karl-Thomas Neumann
Dr. Karl-Thomas Neumann, age 64, has served as an independent director of indie Semiconductor since June 2021; he holds a Ph.D. in Microelectronics (University of Duisburg) and a Diplom in Electrical Engineering (University of Dortmund) and brings deep operating experience across global automotive and semiconductor ecosystems . He is a Class II director with a term expiring at the 2026 Annual Meeting; the Board has affirmatively determined he is independent under Nasdaq rules . During 2024, each incumbent director, including Dr. Neumann, attended at least 75% of the aggregate meetings of the Board and applicable committees (Board met 10x in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | Executive Vice President & President Europe; member of GM Executive Committee | Mar 2013 – Mar 2018 | Led European operations; executive leadership |
| Volkswagen AG | CEO & Vice President, Volkswagen Group China (Beijing) | Sep 2010 – Aug 2012 | Led China operations; EV propulsion leadership subsequently |
| Volkswagen AG | Head of Research; Director of Electronics Strategy | 1999 – 2004 | Technology and electronics strategy leadership |
| Continental AG | Executive Board member, Automotive Systems Division; Chairman of the Executive Board | 2004 – 2009; Chair Aug 2008 – Sep 2009 | Division leadership; chaired Executive Board |
| Canoo Inc. (EV) | Management position (technology and marketing) | Apr 2018 – Jun 2019 | Tech/marketing leadership at EV startup |
| Motorola Semiconductor | Engineer; Strategy Director (automotive industry) | Not disclosed | Early career semiconductor/auto strategy |
| Fraunhofer Institute | Research Engineer | Not disclosed | Early career R&D |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyundai Mobis (public company, South Korea) | Board Member | Mar 2019 – Present | Audit, Compensation, and Nominating & Corporate Governance committees |
| KTN Investment and Consulting | CEO & Founder | Mar 2018 – Present | Founder/operator; advisory/investment focus |
Board Governance
- Committee assignments: Member, Compensation Committee; not listed on Audit or Nominating & Corporate Governance Committees .
- Committee chair roles: None; current chairs are Aldrich (Compensation), Parekh (Audit), Brink (Nominating & Corporate Governance) .
- Independence: Board determined Dr. Neumann to be independent under Nasdaq and SEC rules .
- Attendance/engagement: Board met 10x in 2024; each incumbent director attended ≥75% of Board and assigned committee meetings .
- Classified board: indie maintains a staggered (Class I/II/III) structure; Dr. Neumann is Class II, term ends at 2026 Annual Meeting .
- Board leadership: Independent Chair; roles of CEO and Chair are separated .
- Director stock ownership guidelines: 5× base retainer ($75,000) = $375,000 ownership requirement by the later of Mar 16, 2028 or five years after appointment; required to retain 50% of net shares from RSU awards until met .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and from pledging company stock as collateral (with limited exceptions subject to approval) .
- Annual meeting attendance: All directors attended the 2024 Annual Meeting of Stockholders .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees (retainer/committee) | $56,250 | Standard non-employee retainer is $75,000; all directors voluntarily forgone quarterly cash retainers from Sep 1, 2024 through Mar 31, 2025 . |
| Committee chair fees | $0 | Chair fees are $15,000 per chair role; Dr. Neumann is not a chair . |
Performance Compensation
| Equity Element | Grant/Value | Vesting / Metrics | Notes |
|---|---|---|---|
| Annual RSU grant | 23,681 RSUs; grant date fair value $175,003 | Vests on the earlier of Jun 13, 2025 or the date of the 2025 Annual Meeting (one-year vest) | Annual director equity is time-based RSUs; no performance metrics for director equity . |
| Initial RSU grant (upon joining Board) | Program design: $225,000 in RSUs, vesting over three years | Time-based vesting over 3 years | Applies to initial onboarding; not a 2024 grant to Dr. Neumann . |
Director equity at indie is time-based (no performance metrics); the company prohibits dividends on unvested equity and maintains a clawback policy for incentive compensation consistent with SEC/Nasdaq rules .
Other Directorships & Interlocks
| Company | Relationship to INDI | Potential Interlock/Conflict | Oversight/Policy |
|---|---|---|---|
| Hyundai Mobis | Automotive supplier; Dr. Neumann is a director and sits on audit/comp/nom-gov committees | No related-party transactions with Dr. Neumann disclosed in the proxy | Any related-person transaction ≥$120k requires Audit Committee approval per policy . |
Expertise & Qualifications
- Skills matrix indicates Dr. Neumann brings executive leadership, corporate governance, public company board experience, M&A/strategic growth, operations/supply chain, and technology/industry experience .
- Education: Ph.D. in Microelectronics (University of Duisburg); Diplom in Electrical Engineering (University of Dortmund) .
Equity Ownership
| Holder | Class A Shares | Class V Shares | % of Total Common Stock | Unvested/Outstanding RSUs (12/31/24) |
|---|---|---|---|---|
| Karl-Thomas Neumann | 486,259 | — | * (less than 1%) | 23,681 |
Policies/controls relevant to alignment:
- Director ownership guideline: $375,000 (5× retainer) by Mar 16, 2028 or five years after appointment; must retain 50% of net shares from equity awards until compliant .
- Hedging/pledging prohibited; short sales and speculative transactions are barred .
- Section 16 compliance: Company reports all officers/directors (other than a single late Form 4 for Mr. Aldrich) complied timely in 2024; no delinquencies noted for Dr. Neumann .
Governance Assessment
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Strengths:
- Demonstrated board independence; service on INDI’s Compensation Committee; prior/current oversight experience on audit/comp/nom-gov committees at Hyundai Mobis enhances governance fluency .
- Active engagement: Board met 10x in 2024; all incumbents ≥75% attendance; independent Chair/CEO role split supports oversight .
- Alignment signals: Majority of 2024 director compensation delivered in equity ($175,003 RSUs vs $56,250 cash); directors voluntarily forgone cash retainers Sep 2024–Mar 2025; robust ownership guidelines and anti-hedging/pledging policy .
- Shareholder support: 96.5% Say-on-Pay approval at 2024 meeting, indicating strong investor confidence in compensation governance .
-
Watch items / potential conflicts:
- External board at Hyundai Mobis: No related-party transactions involving Dr. Neumann were disclosed; however, per policy, any future INDI-Mobis transactions would require Audit Committee review/approval .
- Classified board structure: INDI uses a staggered board (Class I/II/III) which can reduce takeover responsiveness; Dr. Neumann’s term runs through 2026 .
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Compensation committee interlocks: None disclosed; the Compensation Committee (includes Dr. Neumann) engaged an independent advisor (Aon) and reported no conflicts of interest .
Overall: Dr. Neumann brings substantial auto/semiconductor operating experience, demonstrable governance expertise, and alignment via equity-based director pay and ownership guidelines, with no disclosed related-party exposures or filing delinquencies. Continued monitoring is prudent for any INDI transactions with Hyundai Mobis given his board role there, though current disclosures indicate independence and absence of conflicts .