Cynthia DeLaney
Director at AAOI
Board
About Cynthia DeLaney
Cynthia (Cindy) DeLaney, age 59, is an independent Class II director of Applied Optoelectronics (AAOI) since 2021; she brings >25 years of trading and petrochemical/refining industry experience, currently serving as Global Fuel Oil Commodity Trading Manager at Shell Trading and as Director/Vice President of Shell Trading US Company (STUSCo). She holds a B.S. in Electrical Engineering from Louisiana State University and has held prior roles at Arco Chemical (Lyondell), Koch Industries, and Shell Trading across trading and technical domains .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell Trading | Global Fuel Oil Commodity Trading Manager | Jan 2014–present | Manages global fuel oil trading across Asia, Europe, Americas; increased profitability over tenure |
| Shell Trading (Americas) | Americas Fuel Oil Trading Manager | 2005–2013 | Led regional trading team |
| Shell Trading | Trader (fuel oil, VGO, gasoline/components) | 1999–2005 | Trading roles across products |
| Koch Industries | Trader (MTBE) | 1998–1999 | Commercial trading |
| Arco Chemical (now Lyondell) | Electrical Engineer; later commercial/trading (MTBE, gasoline components) | 1991–1998 | Transition from technical to commercial |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shell Trading US Company (STUSCo) | Director & Vice President | Since Oct 2016 | Corporate leadership at Shell affiliate |
| Women’s Energy Network (Houston Chapter) | Executive group member | Not stated | Supports career development in Energy/STEM |
Board Governance
- Independence: Board determined Ms. DeLaney is independent under Nasdaq rules and SEC Rule 10A-3(b)(1) .
- Committee memberships (as of Apr 17, 2025): Audit Committee member; not on Compensation or Nominating & Corporate Governance committees .
- Committee/Audit oversight: Audit reviews related-party transactions and financial reporting controls; 5 audit committee meetings in FY2024 .
- Board structure: CEO serves as Chair; Lead Independent Director (William Yeh) oversees executive sessions and agendas .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; Board held 5 meetings in FY2024 .
Fixed Compensation
| Element | 2024 Program Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Directors) | $50,000 | Increased from $45,000 in 2023 |
| Audit Committee – Chair | $20,000 | Cash fee |
| Audit Committee – Member | $10,000 | Cash fee |
| Compensation Committee – Chair | $15,500 | Cash fee |
| Compensation Committee – Member | $8,000 | Cash fee |
| Nominating & Corporate Governance – Chair | $10,000 | Cash fee |
| Nominating & Corporate Governance – Member | $5,000 | Cash fee |
| Meeting Fees | Included in “Fees Earned or Paid in Cash” | Board and committee meetings |
| Director (2024) | Cash Fees | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Cynthia (Cindy) DeLaney | $57,847 | $149,995 | $207,843 |
- Mix signal: 2024 equity comprised ~72% of total director compensation ($149,995 of $207,843), aligning director incentives with shareholder value .
Performance Compensation
| Component | Grant Details | Vesting | Notes |
|---|---|---|---|
| Annual Equity Retainer (RSUs) | Target value $150,000; grant date June 21, 2024 | Equal monthly vesting over 12 months | Grant value set by closing price on grant date; no options granted to directors |
| RSUs Outstanding (as of 12/31/2024) | 8,242 RSUs for each current non-employee director | Various schedules | Aggregate counts disclosed for directors |
No director PSUs or option awards disclosed; AAOI indicates it does not currently grant stock options to employees, including NEOs, and director awards are time-based RSUs rather than performance-based .
Context on company’s executive performance metrics (not applied to director pay):
- For NEOs, 2024 long-term incentives were 50% PSUs (relative TSR and stock price hurdle over 3 years) and 50% RSUs; annual cash incentive tied to operational goals including Non-GAAP EBITDA threshold .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Shell Trading US Company (STUSCo) | Private company (Shell affiliate) | Director & VP | Different industry from AAOI (energy vs optoelectronics); no related-party transactions disclosed at AAOI |
| Women’s Energy Network (Houston) | Non-profit/professional org | Executive group member | Networking role; no direct transactional exposure |
Expertise & Qualifications
- 25+ years in commodity trading and petrochemical/refining operations; leadership in global fuel oil markets .
- Electrical engineering background (LSU B.S.), financial literacy per audit committee requirements; audit committee member .
- Demonstrated profitability improvement at Shell Trading’s global fuel oil business .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares (direct) | 120,820 | Beneficially owned by Ms. DeLaney |
| RSUs vesting within 60 days of Apr 17, 2025 | 4,121 | Counted in individual beneficial ownership |
| Spouse holdings | 2,380 | Held of record by Norman Kinsella (spouse) |
| Total beneficial ownership | 127,321 | Denoted as “*” (<1% of outstanding) |
| Shares outstanding (reference) | 55,321,915 | As of Apr 17, 2025 |
| Pledging/Hedging | Prohibited | Policy bans hedging/pledging and short sales for directors |
| Ownership guidelines (Directors) | 3× annual retainer | Must reach within 5 years; all directors in compliance |
| Annual cash retainer (for guideline calc) | $50,000 | 2024 program basis |
Governance Assessment
- Board effectiveness: Independent audit committee membership and financial literacy; audit committee oversight includes related-party review and internal controls; 5 audit meetings in FY2024 signal active oversight .
- Independence & attendance: DeLaney is independent; attendance ≥75% of Board/committee meetings; Board met 5 times (FY2024) .
- Alignment: Director compensation emphasizes equity RSUs (~72% of 2024 total), monthly vesting, and stock ownership guidelines (3× retainer) with stated compliance—positive alignment with shareholders .
- Conflicts/related-party: AAOI reports no related-person transactions ≥$120k since start of FY2024; audit committee reviews any such transactions per policy; spouse share holdings disclosed but immaterial; pledging/hedging prohibited—low conflict risk .
RED FLAGS
- None identified in filings: no related-party transactions, no hedging/pledging, and compliance with ownership guidelines reported .
- Structural consideration: CEO also serves as Board Chair; mitigated by a Lead Independent Director role and executive sessions, but dual role can draw investor scrutiny in governance assessments .