Elizabeth Loboa
Director at AAOI
Board
About Elizabeth Loboa
Elizabeth Loboa, Ph.D., is an independent Class I director of Applied Optoelectronics (AAOI), serving since 2020. She is 58 years old and currently Provost and Vice President for Academic Affairs at Southern Methodist University (SMU) since 2020; prior roles include Dean and Ketcham Professor of Engineering at the University of Missouri and leadership positions spanning precision medicine initiatives and biomedical engineering programs at UNC/NCSU. She holds a B.S. in Mechanical Engineering (UC Davis), an M.S.E. in Biomechanical Engineering (Stanford), and a Ph.D. in Mechanical Engineering (Stanford) .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Southern Methodist University | Provost & VP for Academic Affairs | 2020–present | Senior academic leadership |
| University of Missouri | Vice Chancellor for Strategic Partnerships; Dean & Ketcham Professor, College of Engineering | 2018–2020 | Led engineering programs; coordinated Precision Medicine Summit (2018); co-chaired Chancellor Search (2017); various system taskforces |
| Missouri Innovation Center | Board of Directors | c. 2018–2020 | Oversight of innovation ecosystem |
| UNC-Chapel Hill & NC State University (Joint BME) | Professor; Associate Chair; Director, Cell Mechanics Lab | 2003–2015 (lab director); 2013–2015 (associate chair); 2014–2015 (professor and adjunct roles) | Led research and academic programs in biomedical engineering and materials science |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Southern Methodist University | Provost & VP for Academic Affairs | Higher Education | Current role |
| Missouri Innovation Center | Director | Non-profit/Innovation | Prior board role |
| University of Missouri System/Committees | Various leadership/taskforce roles | Higher Education | Strategic partnerships, precision medicine initiatives |
No other public company directorships disclosed for Dr. Loboa in the latest proxy .
Board Governance
- Independence: The Board determined that all directors other than the CEO are independent under Nasdaq and SEC rules; Loboa is listed as independent and serves on the Nominating & Corporate Governance Committee .
- Committee assignments: Nominating & Corporate Governance Committee member; this committee is chaired by William H. Yeh and includes Richard B. Black; all members are independent .
- Attendance: The Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Combined Chair/CEO structure with Lead Independent Director (William H. Yeh) overseeing executive sessions and agenda-setting; non-management directors meet in executive session without management .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) (RSUs, grant-date fair value) | Total ($) |
|---|---|---|---|
| 2024 | 52,847 | 149,995 | 202,843 |
- 2024 Board program changes: Annual cash retainer increased to $50,000 (from $45,000 in 2023); committee fees set at Audit Chair $20,000 / Member $10,000; Compensation Chair $15,500 / Member $8,000; Nominating & Corporate Governance Chair $10,000 / Member $5,000; Annual equity retainer increased to $150,000 (from $115,000 in 2023) .
- Cash retainers paid quarterly and prorated as appropriate .
Performance Compensation
| Element | Details |
|---|---|
| Equity Award Type | RSUs (no stock options granted to employees/NEOs currently) |
| 2024 Director Equity Retainer | $150,000 grant; number of RSUs calculated using closing price on grant date; vesting in equal monthly installments over 12 months |
| Grant Timing | Awarded following the 2024 Annual Meeting; grant date June 21, 2024 |
| Performance Metrics | None for directors; awards are time-based RSUs (no director-specific performance conditions disclosed) |
The company notes it does not time equity grants around MNPI; awards follow a predetermined annual schedule .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards | None disclosed for Dr. Loboa |
| Potential interlocks | Academic ties overlap with AAOI CEO Dr. Lin’s University of Missouri involvement (Chancellor’s Advisory Group; Industrial Advisory Board since 2015/2016), while Loboa held senior roles at the University of Missouri (2018–2020); informational network tie, not a related-party transaction |
Expertise & Qualifications
- Technical expertise: Biomedical engineering, mechanical engineering; leadership in cell mechanics and translational precision medicine .
- Education: B.S. Mechanical Engineering (UC Davis), M.S.E. Biomechanical Engineering (Stanford), Ph.D. Mechanical Engineering (Stanford) .
- Board qualifications: The Board cites her leadership experience, extensive academic background, and biomedical engineering knowledge as qualifications to serve .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes/Breakdown |
|---|---|---|---|
| Elizabeth Loboa | 114,710 | <1% | Includes 110,589 common shares and 4,121 RSUs vesting within 60 days of April 17, 2025 |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 3x the annual director retainer; compliance required within 5 years of appointment; all directors and executive officers were in compliance as of the filing; clarified in Feb 2025 that unexercised options and unvested PSUs do not count toward guidelines .
- Hedging/pledging: Prohibited for employees and non-employee directors; no margin or collateral pledging allowed .
Governance Assessment
- Independence and Committee Role: Loboa’s independence and service on the Nominating & Corporate Governance Committee support robust board refreshment, governance standards, and evaluation practices; the committee held one meeting in 2024 and operates under a written charter .
- Engagement: Attendance threshold met (≥75%); board met five times in 2024; executive sessions led by the Lead Independent Director enhance independent oversight .
- Compensation Alignment: Director pay mix emphasizes equity ($150k RSU retainer with 12-month monthly vesting), encouraging alignment; no director performance-conditioned equity disclosed, limiting pay-for-performance signals at the board level but common for non-employee directors .
- Ownership Alignment: Beneficial ownership <1% with RSUs outstanding; compliance with ownership guidelines indicates alignment with shareholder interests; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts and Related Parties: No related-person transactions over $120,000 disclosed since the start of 2024; audit committee reviews related-party matters per policy; no red flags identified from proxy disclosures .
- Compensation Governance: Use of independent consultant (Aon) for director and executive benchmarking; compensation committee independence affirmed and no consultant conflicts identified; say-on-pay approval at 90.17% in 2024 indicates strong investor support for pay design (executive program) .
RED FLAGS: None disclosed specific to Loboa. No pledging, no related-party transactions, and independence affirmed. Note the combined Chair/CEO structure is mitigated by a strong Lead Independent Director role .
Signals: Increased board equity retainer and cash fees in 2024 following peer benchmarking and improved company performance—indicative of competitive alignment rather than pay inflation; continued emphasis on RSUs over options suggests lower risk profile and straightforward alignment for directors .