Che-Wei Lin
Director at AAOI
Board
About Che-Wei Lin
Che-Wei Lin, age 61, is a Class I, independent director of Applied Optoelectronics (AAOI), serving since January 2014 and previously from December 2006 to October 2009. He is President of ASMedia Technology Inc. (since Nov 2007) and Corporate Vice President of the Motherboard Business Unit of ASUSTek Computer Inc. (since Nov 2009). Lin holds a B.S. in Electrical Engineering from Fu Jen University (Taiwan) and an M.S. in Electrical Engineering from the University of Missouri .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Optoelectronics, Inc. | Director (prior board stint) | Dec 2006 – Oct 2009 | Board service |
| VIA Technologies, Inc. | Various senior roles (President, Desktop Platform BU; VP System Platform; VP OEM & Chipset Product Marketing) | 1993 – 2007 | Led platform and marketing functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ASMedia Technology Inc. | President | Nov 2007 – present | Chipset manufacturer |
| ASUSTek Computer Inc. | Corporate Vice President, Motherboard BU | Nov 2009 – present | Computer hardware/electronics company |
Board Governance
- Structure and independence: AAOI maintains a classified board; CEO also serves as Chairman. William H. Yeh is Lead Independent Director, with executive sessions held without management. The Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings . The Board determined all current directors other than the CEO are independent under Nasdaq and SEC rules .
- Committee assignments (as of April 17, 2025): Che-Wei Lin is a member of the Compensation Committee (not Chair). Audit Committee: Chair Richard B. Black; Nominating & Corporate Governance Committee: Chair William H. Yeh .
| Committee | Role | Notes |
|---|---|---|
| Compensation Committee | Member | Committee chaired by Min‑Chu (Mike) Chen; Che‑Wei Lin is independent |
| Audit Committee | — | Not a member; Audit chaired by Richard B. Black |
| Nominating & Corporate Governance | — | Not a member; NCG chaired by William H. Yeh |
- Compensation Committee operations: Engaged Aon as independent compensation consultant; independence assessed with no conflicts; committee held six meetings in 2024 .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $52,000 | $52,000.00 | $55,132 |
| Stock Awards ($) | $93,801.15 (RSUs) | $190,301.25 (RSUs) | $149,995 (RSUs) |
| Total ($) | $145,801.15 | $242,301.25 | $205,127 |
Board compensation program changes:
- Annual cash retainer increased from $45,000 (2023) to $50,000 (2024); Compensation Committee member fee increased from $7,000 to $8,000; equity retainer increased from $115,000 to $150,000 in 2024 .
| Board Compensation Element | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer | $45,000 | $50,000 |
| Audit Committee – Chair | $20,000 | $20,000 |
| Audit Committee – Member | $10,000 | $10,000 |
| Compensation Committee – Chair | $15,000 | $15,500 |
| Compensation Committee – Member | $7,000 | $8,000 |
| Nominating & Corporate Governance – Chair | $10,000 | $10,000 |
| Nominating & Corporate Governance – Member | $5,000 | $5,000 |
| Annual Equity Retainer (value) | $115,000 | $150,000 |
Performance Compensation
- Structure: Non-employee director equity awards are RSUs calculated by dividing the equity retainer by the stock price; RSUs vest in equal monthly amounts over the first 12 months following grant. 2024 RSUs were granted June 21, 2024; AAOI states it currently does not grant stock options to employees, and director compensation tables show RSUs only for directors .
| Equity Grant Detail | 2023 | 2024 |
|---|---|---|
| Equity Vehicle | RSUs (time-based) | RSUs (time-based) |
| Equity Value Basis | $115,000 / 30-day avg price | $150,000 / closing price on grant date |
| Vesting | Monthly, equal tranches over 12 months | Monthly, equal tranches over 12 months |
| Grant Date | June 8, 2023 | June 21, 2024 |
| Performance Metrics | None disclosed for directors (time-based RSUs) |
Other Directorships & Interlocks
| Company | Board Role | Public Company | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in AAOI’s proxy; biography lists executive roles at ASMedia and ASUSTek (not board seats) . |
- Potential interlocks/conflicts: Given Lin’s senior executive roles at ASMedia (chipsets) and ASUSTek (motherboards), investors may consider potential supply-chain adjacency; AAOI reports no related person transactions ≥$120,000 since the beginning of fiscal 2024 and has a formal related party transaction policy with Audit Committee oversight .
Expertise & Qualifications
- Business leadership across semiconductor and PC hardware ecosystems (ASMedia, ASUSTek; prior VIA Technologies) .
- Electrical engineering credentials (Fu Jen University; University of Missouri) .
- Board experience and financial/management expertise cited by AAOI as qualifications .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Beneficially Owned Shares | 236,616 (as of April 17, 2025) |
| Ownership % of Outstanding | <1% (denoted “*”; 55,321,915 shares outstanding) |
| Outstanding RSUs (Dec 31, 2024) | 8,242 RSUs |
| Stock Ownership Guidelines | Directors must hold shares equal to 3× annual retainer; compliance confirmed as of filing; Feb 2025 amendment clarified unexercised options and unvested PSUs do not count |
| Hedging/Pledging Policy | Hedging and pledging of AAOI equity is prohibited |
Governance Assessment
-
Strengths
- Independence and committee service: Lin is independent and a standing Compensation Committee member; committee met six times in 2024 and uses an independent advisor (Aon) with no conflicts .
- Alignment: Director equity uses RSUs with straightforward time-based vesting; ownership guidelines at 3× retainer with compliance as of filing; hedging/pledging prohibited .
- Shareholder support signals: Recent say‑on‑pay approval was 90.17% at the 2024 annual meeting, indicating broad support for compensation governance .
- Attendance: Board held five meetings in 2024 with each director reaching at least 75% attendance; executive sessions are routine .
-
Considerations / potential red flags
- Combined CEO/Chair and classified board may be viewed as entrenching structures by some investors; AAOI articulates rationale and maintains a Lead Independent Director, but risk perceptions remain .
- External executive roles (ASMedia/ASUSTek): while no related party transactions are reported and a formal related party policy exists, investors may monitor for any future transactions or influence risks tied to supplier/customer ecosystems .
- Director pay mix evolution: Equity retainer increased from $115k (2023) to $150k (2024) and cash retainer from $45k to $50k; ensure sustained linkage to board responsibilities and performance expectations amid higher equity value grants .
Overall: Lin presents credible sector-operating expertise with continued Compensation Committee involvement, strong alignment mechanisms (ownership guidelines; RSUs with no hedging/pledging), and no disclosed conflicts or related-party transactions. Monitoring is warranted around board structure (CEO/Chair; classified board) and any future ecosystem overlaps arising from his ASMedia/ASUSTek roles .