Claudia Chen
ALPHA & OMEGA SEMICONDUCTORAbout Claudia Chen
Claudia Chen (age 60) has served as an independent director of Alpha and Omega Semiconductor (AOSL) since November 2019. She is Chair of the Audit Committee, Chair of the Audit Committee’s Cybersecurity Subcommittee, and a member of the Nominating & Corporate Governance Committee; the Board has designated her an “Audit Committee financial expert.” Ms. Chen holds a B.S. in Accounting (National Taiwan University) and an M.S. in Taxation (University of Illinois, Urbana), and brings deep finance and accounting expertise from leadership roles at multiple technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sonatus, Inc. | Head of Finance & Acting President | Jul 2018 – Apr 2019 | Led finance and acting operational leadership; later advisor May 2019 – Jul 2020 |
| Atoptech, Inc. (EDA) | Vice President of Finance; Director of Finance | VP: 2010 – 2017; Director: 2008 – 2009 | Led finance function in EDA software context |
| Polaris Networks, Inc. | Director of Finance | 2000 – 2005 | Finance leadership in networking technology |
| Transmedia Communications, Inc. (acquired by Cisco) | Director of Finance | Dates not disclosed | Finance role prior to acquisition |
| NeoParadigm Labs, Inc. | Director of Finance | Dates not disclosed | Finance leadership in technology startup |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avivalinks, Inc. (private) | Vice President of Finance | Since Dec 2021 | Advanced connectivity solutions for autonomous systems |
| Various public/private companies | Advisor/Consultant | Ongoing | Advisory scope across finance/accounting for tech companies |
| Public company boards | — | — | No other public company directorships disclosed for Ms. Chen in AOSL’s proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance member; Cybersecurity Subcommittee Chair .
- Independence: Board determined all directors except CEO Stephen C. Chang and EVP Mike F. Chang are independent; Ms. Chen is independent .
- Attendance: Board met 6 times in FY2025; each director attended ≥94% of aggregate Board and committee meetings; all directors attended the 2024 AGM .
- Committee activity FY2025: Audit Committee met 6 times; Compensation Committee met 3 times; Nominating & Corporate Governance met 2 times and executed 1 unanimous written consent; Cybersecurity Subcommittee met 4 times .
- Lead Independent Director: Michael J. Salameh .
| Governance Metric | FY2025 | Notes |
|---|---|---|
| Board meeting attendance | ≥94% | Strong attendance and engagement |
| Audit Committee meetings | 6 | Chen as Chair and financial expert |
| Nominating & Governance meetings | 2 + 1 UWC | Committee-level engagement |
| Cybersecurity Subcommittee meetings | 4 | Oversight of IT/cyber risks |
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $89,700 | Annual director and committee retainers per policy |
| Stock awards (RSUs, grant-date fair value) | $121,381 | Valued under ASC 718; no options granted to directors in FY2025 |
| Total | $211,081 | Cash + equity |
Director compensation policy highlights:
- Annual cash retainer: $45,000; Lead Independent Director additional $15,000 .
- Committee chair retainers: Audit $25,000; Compensation $15,000; Nominating & Governance $15,000; Shareholders Communications Subcommittee $10,000; Cybersecurity Subcommittee $10,000 .
- Committee member retainers: Audit $12,000; Compensation $7,500; Nominating & Governance $5,000 .
- Special meeting fees: $2,000 in-person; $1,000 teleconference, when designated .
- Annual RSU grant: shares determined by $160,000 divided by average price (90-day), up to 10,000 shares; vests in four equal quarterly installments, with final installment vesting at next AGM if earlier, contingent on continued service .
Performance Compensation
| Feature | Detail | Notes |
|---|---|---|
| RSU vesting | Quarterly time-based vesting in four equal installments; final installment on next AGM date if earlier | No performance-conditioned equity for directors disclosed |
| Options | None granted to non-employee directors in FY2025 | Eliminates option-related risk/repricing concerns |
| Performance metrics | Not applicable to director compensation | No revenue/EBITDA/TSR or ESG metrics tied to director pay disclosed |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards (Chen) | None disclosed |
| Compensation committee interlocks | Company reports no executive officer serves on boards/comp committees of entities with cross-members on AOSL’s Board or Compensation Committee |
Expertise & Qualifications
- Designated Audit Committee financial expert; extensive finance/accounting leadership in technology companies .
- Academic credentials: B.S. Accounting (National Taiwan University); M.S. Taxation (University of Illinois, Urbana) .
- Risk oversight: Chairs Audit Committee’s Cybersecurity Subcommittee overseeing privacy, network/data security, incident response, and related disclosures .
Equity Ownership
| Metric | Value | Context |
|---|---|---|
| Beneficial ownership (shares) | 26,572 | As of Sep 12, 2025; less than 1% of outstanding |
| Shares outstanding | 30,043,040 | Base for percentage calculation |
| RSUs outstanding (director service) | 2,228 | RSUs granted under non-employee director program |
| Share ownership value (Board member) | $624,667 | Calculated at $25.66 closing price on Jun 30, 2025 |
| Ownership guideline (Board member) | $225,000 | Equal to 3× annual cash retainer; met/exceeded |
| Anti-hedging/pledging policy | Hedging restricted; pledging/margin accounts prohibited without pre-clearance | Company-wide policy applies to directors and employees |
Stock ownership guidelines: non-employee directors must hold shares worth 3× annual retainer within 5 years of guideline adoption (May 3, 2018) or service commencement; unvested RSUs/PSUs and unexercised options do not count; Ms. Chen exceeds the guideline threshold .
Say-on-Pay & Shareholder Feedback
| Proposal (Nov 11, 2025 AGM) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 23,704,661 | 330,810 | 15,332 | 3,914,676 |
- Board slate support: Ms. Chen received 23,836,001 For and 214,802 Withheld votes, indicating solid investor support .
Related Party Transactions and Controls
- The Audit Committee administers the Related Party Transactions Policy; conflicted directors do not participate in approvals and transactions must be on terms no less favorable than those for unaffiliated parties .
- Indemnification agreements with directors provide protection subject to Bermuda law and good-faith requirements .
- Section 16(a) compliance: Company reports all required filings were made for FY2025 (no delinquencies) .
Governance Assessment
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Strengths
- Independent director with strong finance/accounting background; designated Audit Committee financial expert .
- Chairs Audit Committee and Cybersecurity Subcommittee; active oversight of financial reporting, internal controls, IT/cybersecurity risks, and related-party reviews .
- High engagement: Board/committee attendance ≥94%; multiple committee meetings including cybersecurity (4) and audit (6) signal active oversight .
- Ownership alignment: Exceeds 3× retainer stock ownership guideline; RSU-based equity; anti-hedging/anti-pledging policy enhances alignment .
- Shareholder support: Strong votes for director election and say-on-pay .
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Watch Items / RED FLAGS to monitor
- No performance metrics tied to director equity; RSUs vest time-based—typical but offers limited performance linkage .
- Indemnification protections are standard; ensure continued adherence to clawback and insider policies (primarily executive-focused) .
- Related party transactions policy is robust; continue monitoring for any disclosed transactions involving directors; none specific to Ms. Chen are disclosed in the proxy .
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Overall implication: Ms. Chen’s leadership roles on Audit and Cybersecurity, coupled with independence, high attendance, and stock ownership above guideline, support board effectiveness and investor confidence. The absence of disclosed interlocks or related-party issues, and strong shareholder support, further reinforce governance quality .