Naixi Wu
indie SemiconductorAbout Naixi Wu
Naixi Wu, 41, is Chief Financial Officer of indie Semiconductor effective November 6, 2025, responsible for accounting, financial reporting, tax, treasury and internal controls; she previously served as Chief Accounting Officer (April 2025–Nov 2025), SVP Accounting, VP Accounting, and Director of SEC Reporting since joining indie in May 2021. She holds a B.A. in Business Economics (Accounting emphasis) from UC Santa Barbara and has ~20 years of finance experience including senior reporting roles at CalAmp, Westfield, RealD, and PwC’s Assurance Practice . For context on operating performance as she assumes the CFO role, indie reported Q3 2025 revenue of $53.7M, non-GAAP gross margin of 49.6%, and improved non-GAAP operating loss to $11.3M, with guidance for Q4 revenue $54–$60M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| indie Semiconductor | Chief Financial Officer | Nov 2025–present | Leads finance ops, reporting, tax, treasury, internal controls; promoted following period of multiple complex transactions |
| indie Semiconductor | Chief Accounting Officer | Apr 2025–Nov 2025 | Led accounting and financial reporting; stepped into CAO amid CFO transition |
| indie Semiconductor | SVP Accounting | Sep 2023–Apr 2025 | Oversaw accounting through growth and transactions |
| indie Semiconductor | VP Accounting | Nov 2021–Sep 2023 | Built finance processes and controls |
| indie Semiconductor | Director, SEC Reporting | May 2021–Nov 2021 | Managed SEC reporting after SPAC combination |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CalAmp Corp. | Director of SEC Reporting | Sep 2017–May 2021 | Senior reporting for asset tracking solutions provider |
| Westfield | Senior Manager of Financial Reporting | Prior to CalAmp | Led reporting for retail real estate operations |
| RealD | Director of Financial Reporting | Prior to Westfield | Managed reporting for technology/media company |
| PwC | Assurance Practice (roles of increasing responsibility) | Early career | Audit/assurance foundation supporting public company reporting |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $335,000 | Effective Nov 6, 2025 under Employment Agreement |
| Target Bonus % | 70% of base | Annual target bonus set at 70% of base salary |
Performance Compensation
| Metric | Weighting | Target | Actual (FY2024, Company) | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Revenue Growth vs peer group | 50% | 40th percentile (nominal); 50th (target); 60th (max) | Below nominal; target not met | 0% for FY2024 annual cash incentive | Annual cash incentive framework; FY2024 paid 0% |
| Non-GAAP Operating Income | 25% | ≥$(35)M target; ≥$(25)M max | Worse than ≥$(50)M nominal; target not met | 0% | Annual cash incentive |
| Non-GAAP EBITDA (Q4) | 25% | ≥$1M target; ≥$4M max | <$(2)M nominal threshold; not met | 0% | Annual cash incentive |
Company-wide FY2024 plan drove NEO payouts; none were earned due to underperformance. Ms. Wu’s CFO target bonus will be governed by the Company’s annual incentive plan construction (metrics historically include revenue growth, operating income, and EBITDA) .
Performance-based RSUs (illustrative structures in use at indie):
- PRSU—Revenue Growth Component: Earned on 2-year cumulative revenue vs peer, 50% vest at certification, balance at 3rd anniversary; 40th/50th/60th percentile map to 50%/100%/200% multipliers .
- PRSU—Operating Income Component: 2-year non-GAAP operating income trajectory with threshold/target/max and 50% vest at certification, balance at 3rd anniversary .
- PRSU—EBITDA Component: Q4 FY2024 non-GAAP EBITDA threshold/target/max; FY2024 EBITDA component was cancelled for NEO grants given underperformance .
Ms. Wu’s disclosed PRSUs: 4,500 units, earned in 12.5% increments upon four independent operational goals; remaining PRSUs vest in 12.5% increments on anniversary of goal achievement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Direct) | 82,439 Class A shares (Direct) |
| Beneficial Ownership (Indirect) | 90 Class A shares (by spouse) |
| Ownership % of Class A Outstanding | ~0.042% = 82,529 / 196,187,077 (Class A outstanding at 4/7/2025) |
| Unvested RSUs (selected) | 10,000 (25% annually from 11/10/2022) ; 6,250 (25% annually from 9/1/2023) ; 14,807 (25% annually from 7/1/2024) ; 15,000 (25% annually from 9/18/2024) ; 12,500 (50% annually from 11/1/2025) ; 87,500 (25% on 1/2/2026, 7/1/2026, 1/4/2027, 7/1/2027) ; 200,000 CFO/CAO-related time-based RSUs (see vesting below) |
| CFO Equity Grant | 200,000 time-based RSUs vesting in equal annual installments over 3 years on the grant anniversary |
| Additional vesting footnote (Form 3) | One 200,000-RSU tranche shown vesting 50% annually beginning 4/8/2026 (Form 3 footnote (8)) |
| PRSUs (Operational goals) | 4,500 PRSUs; earned in 12.5% increments upon four independent goals; remaining 12.5% tranches vest on anniversaries |
| Anti-hedging / Anti-pledging | Hedging prohibited; pledging/margin accounts prohibited (with limited exceptions requiring pre-clearance) |
| Stock Ownership Guidelines | Section 16 officers must hold Company stock equal to ≥3x base salary by the later of 3/16/2028 or 5 years post-appointment; must retain 50% of net shares from awards until compliant; unvested awards/options excluded from ownership tally |
Employment Terms
| Provision | Terms |
|---|---|
| Effective Date | Appointed CFO effective Nov 6, 2025 |
| Base Salary | $335,000 |
| Target Bonus | 70% of base salary |
| Equity Grant | 200,000 time-based RSUs under 2021 Omnibus Equity Plan; vest in equal annual installments over 3 years on grant anniversary |
| Termination (without Cause / Disability / Good Reason) | Lump sum equal to 12 months base + 12 months target bonus; 12 months COBRA benefit (cash or premium payments); 6 months accelerated vesting of all equity (performance-based awards at target) |
| Change-of-Control (double trigger: termination within 90 days before or 2 years after CoC) | Lump sum equal to 18 months base + 18 months target bonus; 18 months COBRA; 100% accelerated vesting of all equity (performance-based awards at greater of target or actual); pro-rata annual bonus for year of termination; resignation from Board if serving |
| Clawback | Compliant policy under Rule 10D-1 and Nasdaq; recovery of erroneously awarded incentive compensation for 3 years preceding accounting restatement |
| Tax Gross-ups | No excise tax gross-ups on change-of-control benefits |
| Perquisites | Generally none; broad-based benefits only; executives participate in an executive medical cost reimbursement program (Armadacare) per company policy |
| Ownership / Retention Requirements | Must retain 50% of shares from equity awards until stock ownership guideline met (3x salary for Section 16 officers) |
| Hedging/Pledging | Prohibited under Insider Trading Policy; exceptions require pre-clearance and demonstrated capacity to repay without resort to pledged shares |
Investment Implications
- Pay-for-performance alignment with risk mitigation: Ms. Wu’s cash incentive will follow indie’s programmatic metrics (revenue growth vs peers, non-GAAP operating income, and EBITDA), which delivered zero payout in FY2024 due to underperformance—suggesting disciplined bonus outcomes tied to fundamentals .
- Retention and selling pressure dynamics: A substantial time-based RSU grant (200,000) plus existing RSUs will create periodic vesting events; however, anti-hedging/anti-pledging prohibitions and the 3x-salary ownership guideline with 50% post-vest hold reduce near-term sell pressure and strengthen alignment .
- Change-of-control economics: Double-trigger severance (18 months base+bonus; full vesting) is standard for CFOs and avoids single-trigger windfalls; absence of excise tax gross-ups lowers shareholder-unfriendly risk .
- Governance/credibility signals: Strong 2024 say-on-pay support (96.5% approval) indicates shareholder endorsement of compensation practices; Ms. Wu’s progression internally and experience through complex transactions should aid execution continuity post-CFO transition earlier in 2025 .