William Yeh
Lead Independent Director at AAOI
Board
About William H. Yeh
William H. Yeh (age 72) has served as an independent director of Applied Optoelectronics, Inc. since 2000 and is a Class II director whose term expires at the 2027 annual meeting . He has been the Board’s Lead Independent Director since April 2018, with responsibilities that include chairing executive sessions, approving Board information, agendas and schedules, and serving as liaison between independent directors and management, among other duties . Yeh’s background spans leadership in real estate investment/development and finance; he holds a B.S. from National Cheng Kung University (Taiwan) and an M.S. from the University of Houston–Clear Lake . The Board cites his business and financial management experience, leadership, and extensive knowledge of the company and industry as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Central Bancorp, Inc. (holding company of United Central Bank, now Hanmi Bank) | Vice Chairman | 1997–2014 | Banking leadership; regional finance expertise |
| Hanmi Bank | Advisor, Texas region | 2014–2019 | Banking advisory; regional market insights |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Golden Star Management, Inc. | CEO & President | Since 1997 | Real estate investment and management |
| Pearlyeh Investments Inc. | President | Since 2005 | Real estate development and investment |
| Stonemetal Capital, LLC | President | Since 2014 | Equity financing |
| Pearl Yeh Charitable Foundation LLC | President | Since 2014 | Cultural exchange and education programs |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent under Nasdaq and SEC rules; Yeh is independent .
- Lead Independent Director: Appointed April 2018; chairs executive sessions; approves Board materials, agendas and schedules; liaises with management; can call meetings of independent directors; available to major stockholders .
- Board & Committees: Board held 5 meetings in FY2024; each director attended at least 75% of Board and applicable committee meetings .
| Committee (FY2024 / as of Apr 17, 2025) | Role of W. Yeh | FY2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 1 |
| Compensation | Member | 6 |
| Audit | Not a member; committee chaired by Richard B. Black | 5 |
- Committee consultant: Aon engaged by Compensation Committee in 2024; committee determined no conflicts of interest .
- Classified Board: Three classes; Yeh is Class II; terms are three years .
- Executive sessions: Non-management directors meet in executive session without management; policy holds CEO (only non-independent director) excluded .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 79,368 | 149,995 | 229,363 |
Board compensation framework (effective 2024):
| Element | 2023 Amount ($) | 2024 Amount ($) |
|---|---|---|
| Annual Cash Retainer | 45,000 | 50,000 |
| Audit Chair | 20,000 | 20,000 |
| Audit Member | 10,000 | 10,000 |
| Compensation Chair | 15,000 | 15,500 |
| Compensation Member | 7,000 | 8,000 |
| Nominating Chair | 10,000 | 10,000 |
| Nominating Member | 5,000 | 5,000 |
| Annual Equity Retainer (RSUs) | 115,000 | 150,000 |
- RSU grant practices for directors: 2024 director RSUs calculated by dividing $150,000 by closing price on grant date; granted June 21, 2024; vest in equal monthly amounts over 12 months .
Performance Compensation
- No director performance-based metrics disclosed; director equity awards are time-based RSUs vesting monthly over 12 months .
- Company-wide practice note: Equity grant practices emphasize scheduled grants; no timing around MNPI; currently no stock options granted to employees/NEOs; directors receive RSUs per Board program .
Other Directorships & Interlocks
| Company/Entity | Relationship Type | Overlap/Conflict Potential |
|---|---|---|
| Central Bancorp / United Central Bank / Hanmi Bank | Prior vice chair/advisor | Financial services experience; no AAOI related-party transactions disclosed |
| Real estate entities (Golden Star, Pearlyeh) | Executive roles | No AAOI related-party transactions disclosed |
- Related party transactions (policy & status): Transactions >$120,000 require audit committee review/approval; none involving directors/officers/5% holders since the beginning of fiscal 2024 .
Expertise & Qualifications
- Business and financial management, leadership across real estate and banking; Board cites extensive company/industry knowledge from long service .
- Lead Independent Director governance experience; committee leadership (Nominating chair) and compensation oversight (member) .
- Education: B.S. National Cheng Kung University; M.S. University of Houston–Clear Lake .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (Apr 17, 2025) | 223,538 shares; “<1%” of outstanding |
| Composition (footnote) | 219,417 common shares + 4,121 RSUs vesting within 60 days |
| Shares outstanding (denominator) | 55,321,915 shares |
| RSUs outstanding at 12/31/2024 | 8,242 RSUs |
| Director stock ownership guideline | 3× annual director retainer; compliance required within 5 years |
| Compliance status | All executives and directors in compliance as of filing; Feb 2025 amendment clarifies unexercised options and unvested PSUs do not count |
| Hedging/pledging | Prohibited for employees, executive officers, and non-employee directors |
Insider Trades (Recent)
Note: Director RSU grants under the 2024 program vest monthly over 12 months from the June 21, 2024 grant date .
Governance Assessment
-
Strengths:
- Lead Independent Director since 2018 with significant agenda-setting and executive session responsibilities, enhancing board independence and oversight .
- Committee leadership and engagement: chairs Nominating & Corporate Governance; member of Compensation; Board/committee meeting cadence robust in FY2024 (Board 5; Comp 6; Audit 5; Nominating 1), with ≥75% attendance by all directors .
- Ownership alignment: meaningful personal stake (223,538 shares, plus RSUs) and compliant with stock ownership guidelines; hedging/pledging prohibited .
- Director pay mix skewed to equity ($149,995 RSUs vs $79,368 cash), aligning incentives with shareholder value .
- No related-party transactions involving directors/officers/5% holders in FY2024 under the company’s RPT policy .
- Shareholder support: 2024 Say-on-Pay approval 90.17%, signalling broad investor alignment with compensation governance .
-
Watch items / potential red flags:
- Combined CEO/Chair structure persists; mitigated by empowered Lead Independent Director, but still a concentration of power risk for some investors .
- Classified board structure (three-year terms) can reduce accountability via staggered elections .
- External business interests in real estate and prior banking roles underscore the need for continual RPT monitoring, though none were reported in FY2024 .
Director Compensation Details (Program Mechanics)
| Component | Detail |
|---|---|
| Cash Retainer | $50,000 annually (2024) |
| Committee Fees | Nominating Chair $10,000; Compensation Member $8,000; other committee fees per schedule |
| Equity Retainer | $150,000 in RSUs (2024); granted 6/21/2024; equal monthly vesting over 12 months |
| RSUs Outstanding (12/31/2024) | 8,242 (Yeh) |
Stock Ownership Guidelines and Policies
- Directors must hold shares equal to 3× annual director retainer; five-year compliance period; as of the filing all directors in compliance; Feb 2025 amendment clarifies unexercised options and unvested PSUs do not count toward compliance .
- Hedging/pledging of company stock prohibited for employees, executive officers, and non-employee directors .
Independence, Attendance, Engagement
- Independent under Nasdaq and SEC rules; Board confirmed independence status for all current directors except CEO .
- Board met 5 times in FY2024; each director attended at least 75% of Board and committee meetings on which they served .
- Nominating & Corporate Governance Committee held 1 meeting; Compensation Committee held 6; Audit Committee held 5 in FY2024 .
Other Notes
- Audit oversight: Grant Thornton LLP selected as external auditor for FY2025; all services in 2024 were pre-approved by the Audit Committee; audit fees $1,584,810 in 2024 .
- Compensation Committee report and governance emphasizes pay-for-performance and independent advisory (Aon) with no consultant conflicts identified .