Richard Black
Director at AAOI
Board
About Richard B. Black
Richard B. Black, age 91, is a Class III director of Applied Optoelectronics, Inc. (AAOI) and has served on AAOI’s board since 2001. He is independent under Nasdaq and SEC rules, chairs the Audit Committee (designated “audit committee financial expert”), and sits on the Nominating & Corporate Governance Committee. Black holds a B.S. in Engineering (Texas A&M), an MBA (Harvard), and an honorary Ph.D. (Beloit College), with deep leadership experience across laser imaging, semiconductors, and industrial manufacturing.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ECRM, Incorporated | Chairman & CEO | 1983–2021 (acquired by Eastman Kodak in 2021) | Led laser-based imaging supplier; strategic sale to Kodak. |
| CRON-ECRM LLC | President, CEO & Director | 2014–2017 | Laser-based imaging equipment; operational leadership. |
| Oak Technology, Inc. | Director (from 1989), President (1998), Vice Chairman (1999) | 1989–2003 | Guided through merger with Zoran in 2003. |
| AM International | President & CEO | 1980–1982 | Turnaround/operations leadership. |
| Maremont Corporation | Division President; EVP; President & CEO | 1967–1979 | Led auto parts/textile machinery; sale to Alusuisse. |
| Alusuisse of America | President & CEO | 1979–1981 | Post-acquisition integration leadership. |
| GSI Group (laser systems, semi equipment) | Director; Audit Committee Chair; Board Chair | 1998–2012 | Audit oversight; board leadership. |
| Alliance Fiber Optics Products (AFOP; Nasdaq) | Director; Audit Committee Chair | 2002–2016 | Audit leadership; company acquired by Corning in 2016. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TREX Enterprises, Inc. (defense tech) | Director | Since 2000 | Private company; long-standing board service. |
| Hamillroad Software Ltd. | Director; Chairman of the Board | Since Jan 2023 | Imaging software for printing/packaging. |
| Institute for Advanced Study (Princeton) | Trustee; Vice Chairman; Trustee Emeritus | Trustee since 1990; VC in 2006; Emeritus since 2012 | Governance roles at leading research institute. |
| American Indian College Fund; Beloit College; Bard College | Trustee | N/A | Philanthropic/academic governance. |
| University of Chicago | Board of Governors (Smart Museum of Art); Dean’s Council (Physical Sciences) | N/A | Academic governance and arts oversight. |
Board Governance
- Structure: Classified board; Black is up for re-election as a Class III director in 2025 for a term through 2028.
- Independence: Board determined all directors except the CEO are independent; Black is independent.
- Leadership: CEO serves as Board Chair; William H. Yeh is Lead Independent Director (executive sessions, agenda/schedule approval, liaison duties).
- Committees and attendance: Board held 5 meetings in FY2024; each director attended ≥75% of Board and applicable committee meetings.
- Committee assignments (as of April 17, 2025):
- Audit Committee: Richard B. Black (Chair), Cynthia DeLaney, Mike Chen.
- Compensation Committee: Mike Chen (Chair), Che-Wei Lin, William Yeh.
- Nominating & Corporate Governance Committee: William Yeh (Chair), Elizabeth Loboa, Richard B. Black.
- Committee activity: Audit (5 meetings), Compensation (6), Nominating & Governance (1).
- Annual meeting attendance policy: No formal attendance requirement; two directors attended the 2024 Annual Meeting.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash fees (committee/meeting/retainer) – Richard B. Black | $72,847 | Aggregate cash for Board service and committee roles. |
| Equity grant (RSUs) – Richard B. Black | $149,995 | Grant-date fair value; vests monthly over 12 months post grant. |
| Total – Richard B. Black | $222,843 | Sum of cash and equity grant. |
| Board program (2024) – Annual cash retainer | $50,000 | Increased from $45,000 in 2023. |
| Audit Committee – Chair / Member | $20,000 / $10,000 | Cash fees. |
| Compensation Committee – Chair / Member | $15,500 / $8,000 | Cash fees. |
| Nominating & Governance – Chair / Member | $10,000 / $5,000 | Cash fees. |
| Annual equity retainer (non-employee directors) | $150,000 | RSUs; shares determined by closing price; vest monthly for 12 months; 2024 grant date June 21, 2024. |
Performance Compensation (Director)
| Performance Metric | Status |
|---|---|
| Director equity tied to performance (PSUs, TSR, financial hurdles) | Not disclosed; annual director equity is time-based RSUs (no performance metrics). |
Note: Performance-based equity metrics at AAOI are applied to executives (e.g., PSUs with 3-year relative TSR and stock price hurdles), not to directors.
Other Directorships & Interlocks
| Entity | Type | Overlap/Interlock with AAOI |
|---|---|---|
| Alliance Fiber Optics Products (AFOP; prior) | Public (acquired by Corning in 2016) | Historical fiber optics industry exposure; no current interlock disclosed. |
| GSI Group (prior) | Public | Laser/semiconductor equipment; no current interlock disclosed. |
| TREX Enterprises; Hamillroad Software (current) | Private | No AAOI related-party transactions reported. |
AAOI reports no related-person transactions >$120,000 in FY2024 (audit committee reviews/approves any related-party transactions under policy).
Expertise & Qualifications
- Audit committee financial expert (SEC definition) and financially sophisticated; chairs AAOI’s Audit Committee.
- Senior leadership across imaging, semiconductors, and industrial operations; extensive audit chair experience at multiple companies.
- Education: B.S. Engineering (Texas A&M), MBA (Harvard), honorary Ph.D. (Beloit College).
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs Vesting ≤60 Days | % of Outstanding |
|---|---|---|---|
| Richard B. Black | 153,692 common + 4,121 RSUs | 4,121 | <1% (asterisked in table) |
- Ownership guidelines: Non-employee directors must hold shares equal to 3x annual cash retainer; AAOI states all directors are in compliance. Unexercised options and unvested PSUs do not count; hedging/pledging is prohibited.
- No loans or pledging: Insider trading policy prohibits hedging/pledging by directors.
Governance Assessment
- Strengths:
- Independent director with deep audit expertise; designated audit committee financial expert and audit chair—supports financial reporting integrity and internal controls.
- Clear director compensation structure (cash + time-based RSUs); increased retainer aligns with market and improved performance; equity vesting schedule promotes retention without short-term incentives.
- Robust governance policies: clawback for executives, stock ownership guidelines for directors, prohibition on hedging/pledging; related-party transaction oversight with no material related-party dealings reported in 2024.
- Watchpoints / RED FLAGS:
- Tenure and age: Very long tenure (since 2001) and advanced age (91) may raise succession/refreshment and capacity concerns for investors focused on board renewal.
- Classified board structure can signal entrenchment risk and reduce annual accountability; AAOI defends staggered terms for stability.
- Annual meeting engagement: Only two directors attended the 2024 Annual Meeting; while no formal policy exists, some investors may expect broader attendance; individual attendance not disclosed.
- Signals affecting investor confidence:
- Committee effectiveness: Audit Committee held 5 meetings; Compensation Committee held 6; Nominating & Governance held 1—suggests active oversight, with Black central to audit risk management.
- Shareholder support: Say-on-pay approval of 90.17% in 2024 indicates broad investor alignment with pay practices, supporting overall governance credibility.
Appendix: Committee Assignments Summary
| Director | Audit | Compensation | Nominating & Governance |
|---|---|---|---|
| Richard B. Black | Chair | — | Member |
Appendix: Director Compensation Program Details (2024)
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly; pro-rated as needed. |
| Committee fees | Audit Chair $20,000; Audit Member $10,000; Comp Chair $15,500; Comp Member $8,000; N&G Chair $10,000; N&G Member $5,000 | Paid in cash. |
| Annual equity retainer | $150,000 RSUs | Share count = $150,000 / grant-date close; vest equal monthly over 12 months; grant post 2024 annual meeting (June 21, 2024). |
Overall implication: Black’s audit leadership, independence, and equity alignment are positives; investors should balance these against board refreshment considerations (long tenure, classified board) and monitor attendance/engagement trends.