Michael Wittmann
indie SemiconductorAbout Michael Wittmann
Michael Wittmann, age 54, is Chief Operating Officer of indie Semiconductor (INDI). He joined indie in March 2021 as Vice President, Marketing; led the Power BU as SVP/GM from June 2022; and was promoted to COO in January 2024, responsible for global supply chain, manufacturing engineering, IT, and day-to-day operations . He holds a Diploma in Electrical Engineering from RWTH Aachen University, and previously held senior marketing and connectivity roles at Intel and product marketing roles at International Rectifier (acquired by Infineon) . Company performance during his tenure includes 2024 net revenues of $216.6M (-2.9% YoY), non-GAAP operating loss of $(65.4)M, GAAP net loss of $(144.2)M, and TSR value-of-$100 at $37.64 versus peer group $155.13 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| indie Semiconductor | COO | Jan 2024–present | Leads operations, supply chain, manufacturing engineering, and IT; tasked with optimizing global operations |
| indie Semiconductor | SVP & GM, Power BU | Jun 2022–Jan 2024 | Led power business unit through portfolio and customer expansion |
| indie Semiconductor | VP, Marketing | Mar 2021–Jun 2022 | Drove product marketing and go-to-market initiatives |
| Intel Corporation | Senior Director, 5G Solutions & GM, Wireless & Connectivity Sales | Oct 2016–Mar 2021 | Led 5G solutions and connectivity sales strategy |
| International Rectifier (Infineon) | Product Marketing | Prior to 2012 | Power and semiconductor product marketing experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intel Corporation | Senior Director & GM (5G/Wireless) | 2016–2021 | Expanded 5G and connectivity solutions and sales |
| International Rectifier | Product Marketing | pre-2012 | Contributed to power semiconductor product marketing; IR acquired by Infineon in 2015 |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $285,000 | $325,000 | Increased with promotion to COO (effective March 2024) |
| Temporary Salary Reduction | — | 20% from Sep 1, 2024–Mar 31, 2025 | Voluntary reduction to conserve cash; severance calculated without reduction |
| Target Bonus (% of base) | 40% | 50% (effective Mar 2024) | Increased with promotion |
| Actual Bonus Paid (FY2024) | — | $0 | Annual plan paid $0 as no components met |
Performance Compensation
Annual Incentive Plan (Cash) – FY2024
| Metric | Weight | Target/Scale | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Relative Revenue Growth vs Peer Group | 50% | Target: ≥40th percentile (100%); Stretch: ≥60th (200%); Nominal: 40th (50%); Below Nominal: <40th (0%) | Below nominal; target not met | $0 | N/A |
| Non-GAAP Operating Income | 25% | Target: ≥$(35)M; Stretch: ≥$(25)M; Nominal: ≥$(50)M; Below <$(50)M (0%) | <$(50)M; target not met | $0 | N/A |
| Non-GAAP EBITDA (Q4) | 25% | Target: ≥$1M; Stretch: ≥$4M; Nominal: ≥$(2)M; Below: <$(2)M (0%) | Below nominal; target not met | $0 | N/A |
Equity Incentives – FY2024 Grants and Structure
| Award Type | Grant Date | Shares/Target | Key Performance / Vesting Terms |
|---|---|---|---|
| Time-based RSU | Mar 6, 2024 | 100,000 | Vests in equal annual installments over 4 years from grant date |
| Stock-Price RSU (Price Hurdle) | Mar 6, 2024 | 100,000 (threshold/target/maximum shown as 100,000) | Earned if 60-day average price ≥$13. 50% vests at certification; 50% 1 year later or by 3rd anniversary; not achieved to date |
| Time-based RSU | Jun 19, 2024 | 25,000 | One-time shorter vest cadence: 50% on Mar 1, 2025; 50% on Mar 1, 2026 |
| PRSU (Revenue Growth) | Jun 19, 2024 | Target: 8,335; Max: 16,670 | Two-year cumulative revenue growth vs peer group; Threshold ≥40th pct (50%), Target 50th (100%), Max ≥60th (200%); 50% vests at certification after FY2025; 50% on 3rd anniversary |
| PRSU (Operating Income) | Jun 19, 2024 | Included in PRSU | Two-year operating income: Threshold ≥$(50)M (50%), Target ≥$(35)M (100%), Max ≥$(25)M (200%); 50% vests at certification after FY2025; 50% on 3rd anniversary |
| PRSU (EBITDA) | Jun 19, 2024 | Included in PRSU | Q4 FY2024 EBITDA Threshold ≥$(2)M (50%), Target ≥$1M (100%), Max ≥$4M (200%); Not met; portion cancelled |
Equity Ownership & Alignment
- Stock ownership guidelines require Section 16 officers to hold 3× base salary worth of stock by the later of March 16, 2028 or five years after appointment; executives must retain half of net shares from awards until compliant .
- Anti-hedging and anti-pledging policies prohibit hedging and pledging/margin accounts for company securities, reducing misalignment risk .
Beneficial Ownership (as of April 4, 2025)
| Holder | Class A Shares | Class V Shares | % of Total Common Stock |
|---|---|---|---|
| Michael Wittmann | 77,887 | — | <1% (denoted “*”) |
Outstanding/Unvested Equity (as of Dec 31, 2024)
| Instrument | Quantity | Status/Terms | In-the-money status |
|---|---|---|---|
| Options (unexercised, unexercisable) | 8,280 @ $11.69 | 4-year annual vesting from 1/3/2022 | OTM vs $4.05 year-end price |
| RSUs (time-based, not vested) | 21,750 (8/18/2021 grant) | 4-year annual vesting | N/A |
| RSUs (time-based, not vested) | 2,885 (1/3/2022) | 4-year annual vesting | N/A |
| RSUs (time-based, not vested) | 25,000 (6/21/2022) | 4-year annual vesting | N/A |
| RSUs (time-based, not vested) | 12,500 (8/31/2022) | 4-year annual vesting | N/A |
| RSUs (time-based, not vested) | 56,250 (1/3/2023) | 4-year annual vesting | N/A |
| RSUs (time-based, not vested) | 100,000 (3/6/2024) | 4-year annual vesting | N/A |
| RSUs (time-based, not vested) | 25,000 (6/19/2024) | 50% on 3/1/2025; 50% on 3/1/2026 | N/A |
| PRSUs (financial metrics, unearned) | 8,335 target; 16,670 max (6/19/2024) | Revenue and Op Inc components through FY2025; EBITDA component cancelled | N/A |
| Stock-Price RSUs (hurdle-based, unearned) | 100,000 (3/6/2024) | Earn at ≥$13 60-day avg; 50% immediate vest at certification; 50% one year later or by 3rd anniversary; not achieved to date |
Notes:
- Shares acquired on vesting in FY2024: 64,651 for Wittmann (value realized $428,596) .
- Year-end stock price for valuation in tables: $4.05 (Dec 31, 2024) .
Employment Terms
- Employment Agreement (effective Jan 1, 2023) provides double-trigger change-of-control benefits and severance; no excise tax gross-ups; clawback policy compliant with SEC/Nasdaq .
- Severance (without cause/disability or for Good Reason): 12 months base salary and target bonus; 12 months COBRA; 6 months accelerated vesting (performance awards at target; stock-price awards at target) .
- CIC Severance (termination within 90 days pre-/2 years post-CIC): 18 months base salary and target bonus; 18 months COBRA; 100% accelerated vesting (performance at target; stock-price at target) .
- Quantified as of 12/31/2024:
- Termination (no CIC): Base $325,000; Bonus $130,000; Health Care $11,810; Accelerated Equity $637,372; Total $1,104,182 .
- Termination upon CIC: Base $487,500; Bonus $195,000; Health Care $17,715; Accelerated Equity $1,950,188; Total $2,650,403 .
- Non-compete/non-solicit: Not specifically disclosed in proxy; skip.
Performance Compensation Structure Analysis
- Shift toward time-based RSUs in 2024 to support retention amid transitional year and share conservation, reducing reliance on pure performance awards versus prior years; time-based RSUs carry shorter vesting cadence to balance grant values with plan share availability .
- Annual cash incentive design emphasizes pay-for-performance across revenue growth relative to peers, operating income, and EBITDA; 2024 outcome paid $0, signaling strict adherence to targets .
- Strong governance: double-trigger CIC, clawback, no hedging/pledging, no option repricings without stockholder approval, and robust stock ownership guidelines .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96.5% “FOR,” indicating strong shareholder support for compensation practices .
- Company policy: annual say-on-pay votes consistent with shareholder preference .
Risk Indicators & Red Flags
- Anti-hedging and anti-pledging policies reduce alignment risks from derivatives or collateralization .
- No SERP and no excise tax gross-ups; double-trigger CIC only; mitigates shareholder-unfriendly provisions .
- 2024 financial underperformance drove zero cash incentives and cancellation of EBITDA PRSUs, highlighting execution and profitability risk .
- Workforce reduction in late Aug 2024 and executive salary reductions to $1 or -20% reflect cost discipline and potential retention stress across organization .
Investment Implications
- Alignment: Wittmann’s compensation is heavily equity-based with strict performance hurdles (revenue/operating income) and stock-price RSUs at $13, aligning upside with shareholder value creation; anti-hedging/pledging and ownership guidelines reinforce alignment .
- Retention and potential selling pressure: Significant near-term RSU vesting dates (Mar 1, 2025 and Mar 1, 2026) plus ongoing 4-year vest schedule could create supply if shares are sold upon vest; however, executives must retain half of net shares until ownership guidelines are met, moderating selling pressure .
- Execution risk: 2024 plan paid $0 and EBITDA PRSU cancelled, while operating losses persisted; PRSU outcomes in FY2025 (revenue growth and operating income) will be critical indicators of operational improvement under Wittmann’s COO oversight .
- Change-of-control economics: Double-trigger with 18 months cash and 100% equity acceleration creates retention, but also significant payout potential in a sale; absence of gross-up and strong governance mitigates excess risk .
Pay-for-performance has been enforced (no FY2024 payout), with FY2025 PRSU metrics setting high bars. Watch vesting calendars (Mar 2025/2026), stock-price RSU hurdles, and FY2025 PRSU certifications for signals on alignment, retention, and potential trading flows .