Bing Xue
Executive Vice President of Worldwide Sales and Business Development at 
ALPHA & OMEGA SEMICONDUCTOR
ALPHA & OMEGA SEMICONDUCTORExecutive
About Bing Xue
Bing Xue, Ph.D. (age 61), is Executive Vice President of Worldwide Sales and Business Development at Alpha & Omega Semiconductor (AOSL), serving in this role since January 2021 after joining the company in 2003 and holding senior roles in sales, manufacturing, and China operations . He holds a B.S. in Physics from Xiamen University and a Ph.D. in Physical Chemistry from the University of Pennsylvania . Compensation outcomes tied to company performance include 2024 performance RSUs that paid at 100% of target based on revenue of $666.4 million and non-GAAP EPS of $0.34 for the calendar 2024 performance period , and a 2018 market-based PSU program earned at 100% of target based on a four-year stock price target ($45.237 average over 20 days) and 2022 revenue of $794 million, now service-vesting through January 1, 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha & Omega Semiconductor | Senior VP Global Sales; VP Global Sales; VP Worldwide Manufacturing; GM China Operation | 2003–2020 | Built global sales organization; led manufacturing and China operations |
| Alpha & Omega Semiconductor | EVP, Worldwide Sales & Business Development | 2021–present | Responsible for global revenue generation and BD initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dowslake Microsystems | Director of Engineering | 2001–2003 | Engineering leadership prior to joining AOSL |
Fixed Compensation
| Year (Fiscal) | Base Salary ($) | Target Bonus % of Salary | Actual Annual Bonus ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 362,665 | Not disclosed (annual plan paid) | 206,290 | 23,056 | Annual cash bonus program paid for FY23 |
| 2024 | 350,000 | No plan adopted | — | 11,882 | Bonus plan deferred and not adopted for CY2024 |
| 2025 | 350,000 | 70% (min 16%, max 154%) | — (plan approved for CY2025; payout TBD) | 12,561 (incl. vehicle use and tax gross-up) | Salary to increase to $360,500 effective 7/1/2025 |
- Perquisites: Company vehicle plus up to $10,000 annual tax payment for the imputed income; in FY25, $7,250 vehicle value and $4,022 tax gross-up attributed to Xue .
- No pension or nonqualified deferred compensation; AOSL states no pension plan and no NEO participation in nonqualified deferred comp for FY25 .
Performance Compensation
Annual Equity Grants and Vesting
| Grant | Grant Date | Type | Shares/Target | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 Annual | 3/15/2024 | Time-based RSU | 15,000 | Not separately broken out in SCT; part of FY24 stock awards $646,500 | 25% annually each March 15, 2024–2027 |
| 2024 Annual | 3/15/2024 | Performance RSU (CY2024) | 15,000 target | Included in FY24 stock awards | Earned at 100% for CY2024; vests 25%/yr from 3/15/2024 |
| 2025 Annual | 3/17/2025 | Time-based RSU | 15,000 | 414,150 | 25% annually each March 17, 2025–2028 |
| 2025 Annual | 3/17/2025 | Performance RSU (CY2025) | 15,000 target | 414,150 | Earned vs strategic initiative + revenue in CY2025, then 25%/yr from 3/17/2025 |
- 2024 PBRSU metrics: Qualifier non-GAAP EPS ≥ $0.02; revenue increase above $590m threshold with target at $650m; actual CY2024 revenue $666.4m and non-GAAP EPS $0.34 drove 100% payout .
- 2025 PBRSU metrics: One-year performance period (CY2025) on a strategic initiative and revenue, with 3-year service vest thereafter; specifics withheld until after period end to avoid competitive harm .
Legacy Market-Based PSU (Special 2018 Program)
| Award | Target Shares | Performance Measurement (2019–2022) | Earned | Service Vesting |
|---|---|---|---|---|
| Market PSU (2018 grant) | 90,000 | Stock price average up to $45.00 target and 2022 revenue multiplier (0.5 at $550m, 1.0 at $600m) | 100% of target based on $45.237 avg price and 2022 revenue $794m | 25% annually from Jan 1, 2023; vested 25% on Jan 1, 2025; final tranche due Jan 1, 2026 |
FY2025 Vesting/Realized
| Metric | FY2025 |
|---|---|
| Shares vested (Xue) | 50,152 |
| Value realized on vesting | $1,595,282 |
| Options exercised | None disclosed for Xue in FY2025 |
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % of Outstanding | Ownership Guideline ($) | Ownership Value ($) |
|---|---|---|---|---|
| Sep 13, 2024 | 10,322 | <1% | 350,000 (1x salary) | Not shown for 2024 |
| Sep 12, 2025 | 32,166 | <1% | 350,000 (1x salary) | 812,742 (32,166 x $25.66) |
- Compliance: As of June 30, 2025, Xue’s share ownership ($812,742) exceeds the $350,000 guideline (1x salary), indicating compliance with ownership requirements .
- Outstanding unvested equity at FY2025 year-end: 100,153 unvested RSUs with $2,569,926 market value; plus 15,000 unearned PBRSUs with $384,900 market value (valued at $25.66 per share) .
- Policy on hedging/pledging: Hedging is prohibited without pre-clearance; pledging or margin use is prohibited without prior written approval; policy applies to all employees and directors .
- Pledging status: Proxy does not disclose any pledged AOSL shares by Xue; policy requires pre-approval for any pledging .
- Say-on-pay support: 97.8% approval in 2024, with no material changes adopted in response .
Employment Terms
| Scenario | Cash Severance | Health Benefits | Bonus | Equity Acceleration | Total | Notes |
|---|---|---|---|---|---|---|
| Termination without Cause / Good Reason (No CIC) – as of 6/30/2025 | $175,000 | $21,348 | — | — | $196,348 | 6 months base + 6 months COBRA per retention agreement |
| Termination without Cause / Good Reason in connection with CIC – as of 6/30/2025 | $175,000 | $21,348 | $122,500 (50% of target) | $2,762,363 | $3,081,211 | Equity acceleration excludes market PSUs unless not assumed; PBRSUs convert/accelerate per plan |
Key terms
- Retention agreement: If terminated without cause or resigns for good reason, Xue receives 6 months salary and 6 months health benefits; if within 12 months of a change in control, also 50% of target bonus over 6 months and full vesting acceleration of outstanding equity awards (other than market PSUs) .
- Equity treatment on CIC: If awards are not assumed/replaced, time-based RSUs accelerate; PBRSUs convert to 50% of target if CIC before performance period end, or actual performance after completion; market PSUs pay out if not assumed; if assumed, awards continue with double-trigger acceleration on involuntary termination post-CIC (12 months; market PSUs 18 months) .
Compensation Structure Analysis
- Mix shifts and at-risk pay: For 2024 and 2025, there was no annual cash bonus plan (2024) and a new EPS/revenue plan for 2025 with target 70% of salary for Xue; equity remained the dominant at-risk component via time-based and performance RSUs .
- Performance rigor: 2024 PBRSU had EPS qualifier and revenue threshold/target, yielding 100% payout on $666.4m revenue and $0.34 non-GAAP EPS; 2025 PBRSU continues with revenue and a strategic initiative goal, assessed over one year, with multi-year service vesting .
- Perquisite tax gross-up: Limited gross-up appears tied to company vehicle benefit ($4,022 in FY2025), which investors may view as a minor governance blemish but not a material shareholder-unfriendly practice .
- Governance practices: Anti-hedging/anti-pledging, clawback policy effective 10/2/2023, robust ownership guidelines; “What We Don’t Do” includes no broad tax gross-ups, no guaranteed retirement plans, no timing of MNPI to influence pay .
Risk Indicators & Red Flags (as disclosed)
- Anti-hedging/pledging restrictions in place; any pledging requires pre-approval, reducing misalignment risk .
- Clawback policy adopted consistent with SEC/NASDAQ rules, covering incentive compensation for three preceding fiscal years in event of financial restatement .
- No option repricing permitted under the 2018 Omnibus Incentive Plan; no liberal CIC definition; minimum vesting standards in plan .
Equity Overhang and Future Supply (context)
- 2018 Omnibus Plan share reserve increased by 593,000 to 5,202,000 shares in 2025; CEO post-vesting 1-year hold introduced (applies to CEO awards on/after 8/7/2025) . (No comparable holding requirement for Xue disclosed.)
Performance & Track Record Highlights
- 2018 market PSU program fully earned at target based on share price and revenue outcomes, aligning leadership rewards with multi-year value creation; shares are service-vesting through January 1, 2026 (Xue target: 90,000) .
- 2024 PBRSU achieved 100% based on revenue and non-GAAP EPS; this reinforces pay-for-performance linkage for sales leadership .
Equity Ownership & Vesting Pressure Calendar
- Expected vesting events that may create selling pressure windows:
- Jan 1, 2026: Final 25% tranche of 2018 market PSU (service vest) .
- Annual on Mar 15 (2024 grants) and Mar 17 (2025 grants): 25% of time-based RSUs and earned PBRSUs vest each year through 2027/2028 .
- FY2025 vesting: 50,152 shares vested for Xue; no option exercises reported for Xue .
Say-on-Pay & Shareholder Feedback
- Say-on-pay passed with ~97.8% support in 2024; the committee made no material changes in response, indicating alignment with shareholder expectations .
Investment Implications
- Alignment: Xue’s pay is predominantly equity-based with explicit operating (revenue, EPS) and market (stock price) performance links, and he exceeds the stock ownership guideline, supporting long-term alignment .
- Vesting-driven supply: Multiple annual vesting dates (Jan 1; Mar 15; Mar 17) could introduce periodic selling pressure; FY2025 saw ~50k shares vest to Xue alone, a non-trivial flow for liquidity-aware traders .
- Retention/CIC: Severance is moderate (6 months cash/benefits; 50% target bonus on CIC) with double-trigger acceleration, balancing retention with shareholder protections; minimal perquisite gross-up limits governance risk .
- Signal from metrics: The return of an EPS+revenue cash plan for 2025 and continued PBRSUs emphasize near-term profitable growth; watch subsequent proxy for disclosed 2025 goal attainment and any shifts in award mix that might signal confidence or caution .