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Co-founder shift as indie Semiconductor (INDI) reshapes board and executive roles

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

indie Semiconductor announced a planned leadership transition and board change. Co-founder Dr. Ichiro Aoki will resign as President and as a member of the board effective June 29, 2026, as part of a phased retirement plan, and will remain with the company as a Technical Advisor. The company states his decision did not involve any disagreement on operations, policies or practices. The board has appointed Thomas Schiller as a Class III director effective the same date, with a term running until the 2027 annual meeting, while he continues in his existing role as Strategic Advisor with an annual base salary of $150,000 and a target cash incentive equal to 30% of base salary. Schiller previously served as Chief Financial Officer and Executive Vice President of Strategy and will not receive additional compensation for his board service.

Positive

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Negative

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Insights

Planned co-founder transition with continuity through advisory and board roles.

indie Semiconductor outlines a structured shift as co-founder Ichiro Aoki steps down from the President role and board in June 2026, moving into a Technical Advisor position. The company explicitly notes no disagreement over operations, policies, or practices.

The board simultaneously appoints former CFO and current Strategic Advisor Thomas Schiller as a Class III director through the 2027 annual meeting, while he maintains his advisory role with $150,000 base salary and a 30% cash incentive target. He will not receive extra pay for board service, suggesting cost-neutral governance augmentation.

This coordinated succession maintains institutional knowledge: Aoki stays involved on technology and roadmap, and Schiller brings prior executive and IPO experience into the boardroom. Future company filings may elaborate on how these roles influence strategy around ADAS and adjacent markets.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of changes June 29, 2026 Date when Aoki steps down and Schiller joins board
Strategic Advisor base salary $150,000 per year Annual base salary for Thomas Schiller as Strategic Advisor
Target cash incentive 30% of base salary Target annual cash incentive for Thomas Schiller
Board class Class III director Board class designation for Thomas Schiller
Board term end 2027 Annual Meeting Initial term for Schiller’s board service
phased retirement plan financial
"effective June 29, 2026 ... as part of a phased retirement plan"
Class III director financial
"the Board appointed Thomas Schiller as a Class III director"
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
indemnification agreement regulatory
"entered into its standard form of indemnification agreement with Mr. Schiller"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Annual Meeting of Stockholders financial
"term expiring at the Company’s 2027 Annual Meeting of Stockholders"
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false000184192500018419252026-06-152026-06-15

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2026

 

 

indie Semiconductor, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40481

88-1735159

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

32 Journey

 

Aliso Viejo, California

 

92656

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (949) 608-0854

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

INDI

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) Departure of Director and Principal Officer

 

On June 15, 2026, Dr. Ichiro Aoki notified the Board of Directors (the “Board”) of indie Semiconductor, Inc. (the “Company”) of his intent to resign as a member of the Board and as President of the Company, effective June 29, 2026 (the “Effective Date”), as part of a phased retirement plan. Dr. Aoki’s decision to step down from the Board and as President did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

The Company and the Board thank Dr. Aoki for his valuable expertise, perspective and commitment during his service with the Company.

 

As of the Effective Date, Dr. Aoki will continue to be employed by the Company, serving as a Technical Advisor.

 

(d) Appointment of New Director

On June 18, 2026, the Board appointed Thomas Schiller as a Class III director, upon the recommendation of its Nominating and Corporate Governance Committee with such appointment effective as of the Effective Date, to serve for an initial term expiring at the Company’s 2027 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified, or until his earlier death, resignation or removal.

There is no arrangement or understanding between Mr. Schiller and any other persons pursuant to which Mr. Schiller was appointed as a director, and Mr. Schiller has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, other than as disclosed below.

Mr. Schiller has served as a Strategic Advisor to the Company since November 2024, with an annual base salary of $150,000 and target annual cash incentive of 30% of his annual base salary. He expects to continue in this role as of and after the Effective Date. Prior to serving as a Strategic Advisor, Mr. Schiller served as the Company’s Chief Financial Officer and Executive Vice President of Strategy from October 2019 to June 2024.

Mr. Schiller will not serve on any Committees of the Board and will not receive additional compensation for his service as a director. The Company previously entered into its standard form of indemnification agreement with Mr. Schiller in connection with his prior position as its Chief Financial Officer and Executive Vice President of Strategy, which remains in effect.

Item 7.01 Regulation FD Disclosure.

 

A copy of the press release announcing Dr. Aoki’s resignation from the Board and as President and Mr. Schiller’s appointment to the Board is attached as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release dated June 22, 2026.

104

 

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

INDIE SEMICONDUCTOR, INC.

 

 

 

 

Date:

June 22, 2026

By:

/s/ Audrey Wong

 

 

 

Audrey Wong
Chief Legal Officer and Secretary

 


Exhibit 99.1

img98777787_0.jpg

indie Announces Changes to Board of Directors

Ichiro Aoki to retire as indie President and Board Member, while indie welcomes the appointment of Thomas Schiller to the Board

ALISO VIEJO, Calif. - June 22 - indie Semiconductor (Nasdaq: INDI), an automotive solutions innovator, today announced that Dr. Ichiro Aoki will resign from his position as President of indie and member of indie’s board of directors, effective June 29, 2026, and has appointed Mr. Thomas Schiller to its board of directors.

Dr. Aoki has been with indie since its inception and is renowned as one of the Company’s co-founders, serving as indie’s President, managing the execution of the Company’s engineering plans. Dr. Aoki will transition to a more focused, limited role centered on technical expertise, while also offering advisory support to advance the Company’s strategic product roadmap.

“We are extremely thankful to Dr. Aoki for his exceptional years of service and visionary leadership as a co-founder of indie. His commitment and ingenuity helped lay the foundation upon which our organization was built,” said Donald McClymont, indie’s co-founder and CEO. “Ichiro’s contributions have been instrumental in shaping our culture and many of the major engineering accomplishments that have propelled our success. We look forward to his ongoing guidance in his new role as Technical Advisor.”

Mr. Schiller has contributed greatly to the Company over the past seven years, initially serving as indie’s former Chief Financial Officer and Executive Vice President of Strategy, and recently as a Strategic Advisor. His leadership and tenacity are exemplified by the instrumental role he played in steering the Company’s 2021 IPO. While continuing to serve indie in his current advisory role, his appointment to indie’s Board of Directors will enable Mr. Schiller to have a broader impact on the Company, working directly alongside fellow board members and executive leadership to help shape key decisions and guide strategic execution.

“I am humbled and honored to join indie’s Board at such a pivotal and exciting time for the Company,” said Tom Schiller. “With a world class team underpinned by key requisite technologies, indie is well positioned to capitalize on intelligent ADAS as it now expands to address adjacent physical AI markets including robotics and humanoids.”

“We are excited to welcome Tom to indie’s Board of Directors. With an impressive track record of success, distinguished career, and a proven history of entrepreneurial leadership, his contributions will be invaluable,” said David Aldrich, chairman of the board of indie. “Tom has demonstrated a strong commitment to driving performance, creating shareholder value, and identifying new opportunities for long-term success. The board and I look forward to leveraging Tom’s unique perspectives and deep industry expertise.”

Mr. Thomas Schiller has served as a Strategic Advisor to indie since November 2024, providing guidance and leadership in strategic planning and M&A. He was formerly Chief Financial Officer and Executive Vice President of Strategy with indie, until June 2024, leading all corporate financing, reporting, investor relations, treasury, tax, and M&A activities. Prior to joining indie in October 2019, Mr. Schiller was Vice President of Marketing at Marvell Semiconductor and previously was Vice President of Strategy and Corporate Development at Skyworks Solutions.

Mr. Schiller earned a Master of Business Administration from the University of Southern California with a specialization in Entrepreneurship and Finance, and holds a Bachelor of Arts in Social Sciences with an emphasis in


Economics and Political Science from the University of California, Irvine. In addition, Mr. Schiller completed executive education programs at the University of California, Los Angeles and the Massachusetts Institute of Technology.

For more information, please visit: www.indie.inc/company/board-of-directors

About indie

Headquartered in Aliso Viejo, CA, indie is empowering the automotive revolution with next-generation semiconductors, photonics, and perception software platforms. We focus on developing innovative, high-performance, and energy-efficient mixed-signal SoCs and system solutions for ADAS and adjacent industrial applications, including humanoid robotics, and quantum technology. Our sensors span all major modalities (Radar, Computer Vision, LiDAR, and Ultrasound), accelerating the proliferation of automated vehicle safety and sensing features. As a global innovator, we are an approved vendor to Tier 1 partners, and our solutions can be found in marquee automotive OEMs worldwide.

Please visit us at www.indie.inc to learn more.

#indieSemi_Corporate

Investor Relations
IR@indie.inc


FAQ

What leadership change did indie Semiconductor (INDI) announce in this 8-K?

indie Semiconductor disclosed that co-founder Dr. Ichiro Aoki will resign as President and board member effective June 29, 2026. He will transition to a Technical Advisor role, focusing on technical expertise and supporting the company’s strategic product roadmap.

Why is Dr. Ichiro Aoki leaving his President and board roles at indie Semiconductor (INDI)?

Dr. Ichiro Aoki’s resignation as President and director is part of a phased retirement plan. The company states his decision did not involve any disagreement with indie Semiconductor regarding its operations, policies, or practices, and he will remain as a Technical Advisor.

Who is Thomas Schiller and what role will he have at indie Semiconductor (INDI)?

Thomas Schiller has been appointed a Class III director effective June 29, 2026, serving until the 2027 annual meeting. He will continue as Strategic Advisor, drawing on prior experience as Chief Financial Officer and Executive Vice President of Strategy at indie Semiconductor.

Will Thomas Schiller receive extra compensation for joining indie Semiconductor’s (INDI) board?

Thomas Schiller will not receive additional compensation for serving as a director. He continues as Strategic Advisor with an annual base salary of $150,000 and a target annual cash incentive equal to 30% of his base salary, as previously disclosed.

When does indie Semiconductor (INDI) expect these board and leadership changes to take effect?

The changes take effect on June 29, 2026. On that date, Dr. Ichiro Aoki resigns as President and director and becomes Technical Advisor, while Thomas Schiller’s appointment as a Class III director on indie Semiconductor’s board becomes effective.

Filing Exhibits & Attachments

2 documents