Hanqing (Helen) Li
ALPHA & OMEGA SEMICONDUCTORAbout Hanqing (Helen) Li
Independent director since November 2021; age 48. Managing Director and Head of China Investment Banking at Needham & Company, LLC since 2011, with prior engineering and sales roles at Micron Technology (Design Engineer, 2002–Oct 2006), Marvell Technology Group (Senior Design Engineer, Oct 2006–2008), and TDK/Invensense (Strategic Sales Manager, prior to 2011). Education: MBA (MIT Sloan), MSEE (USC), BA (Tsinghua University). Determined independent under NASDAQ rules. Serves on the Shareholders Communications Subcommittee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology | Design Engineer | 2002–Oct 2006 | Engineering design for memory devices; technical contributor |
| Marvell Technology Group | Senior Design Engineer | Oct 2006–2008 | Infrastructure semiconductor solutions; senior technical role |
| TDK/Invensense | Strategic Sales Manager | Prior to 2011 (specific dates not disclosed) | MEMS-based motion sensors; strategic sales leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Needham & Company, LLC | Managing Director & Head of China Investment Banking | 2011–present | Full-service investment banking and asset management |
| Kandou Holding, S.A. | Independent Board Member | Nov 2022–Mar 2025 | Tenure concluded March 2025 |
Board Governance
- Committee assignments: Not a member of the three standing committees (Audit, Compensation, Nominating & Corporate Governance); member of the Shareholders Communications Subcommittee (Chair: So‑Yeon Jeong).
- Independence: Board has seven of nine directors independent; Li is independent. Lead Independent Director: Michael J. Salameh.
- Attendance: Each director attended or participated in 94%+ of board and applicable committee meetings in FY2025; all board members attended the 2024 AGM.
Fixed Compensation
| Component | FY2025 Amount/Policy | Notes |
|---|---|---|
| Board annual cash retainer | $45,000 (policy) | Applies to non‑employee directors |
| Committee member retainers | Audit $12,000; Compensation $7,500; Nominating $5,000 (policy) | Li is not a member of these committees |
| Subcommittee chair retainers | Shareholders Communications $10,000; Cybersecurity $10,000 (policy) | Li is a subcommittee member (not chair) |
| Special meeting fees | $2,000 in‑person; $1,000 teleconference if designated by Board (policy) | Paid only if special meetings are deemed eligible |
| FY2025 cash fees (actual) | $57,000 | Reflects retainer plus any eligible fees |
| Equity grant (policy) | Annual RSU grant valued at $160,000 / 90‑day avg price; vests quarterly; max 10,000 shares | Standard for all non‑employee directors |
| FY2025 stock awards (actual) | $121,381 grant date fair value | RSU; no options granted in FY2025 |
| Pay cap | $750,000 total cash+equity; $1,000,000 in initial year (2018 Plan) | Applies per plan limits |
| Travel/lodging reimbursement | Reasonable expenses reimbursed (policy) | Standard director reimbursements |
- RSU vesting and issuance: RSUs vest in four equal quarterly installments; full vesting upon death/disability; full vesting immediately prior to a change in control; shares issued on AGM date coincident/next following vest date or upon termination; change-in-control shares issued as soon as practicable post‑transaction.
Performance Compensation
| Metric | Target | Actual/Payout | Notes |
|---|---|---|---|
| Director compensation performance metrics | None disclosed | N/A | Non‑employee director compensation consists of cash retainers and time‑vested RSUs; no PSUs/options for directors in FY2025. |
Other Directorships & Interlocks
| Company | Role | Potential Interlock / Relationship to AOSL |
|---|---|---|
| Kandou Holding, S.A. | Independent Board Member (Nov 2022–Mar 2025) | No AOSL interlocks disclosed in proxy |
| Needham & Company, LLC | Managing Director & Head of China Investment Banking | No related‑party transactions disclosed; Audit Committee policy governs related party review |
Expertise & Qualifications
- Technical/engineering background across Micron and Marvell; commercial experience at TDK/Invensense; capital markets leadership at Needham (Head of China IB).
- Education: MBA (MIT Sloan), MSEE (USC), BA (Tsinghua University).
- Governance and IR/ESG oversight via Shareholders Communications Subcommittee membership.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Sep 12, 2025) | 18,119 shares; less than 1% of outstanding |
| RSUs outstanding (as of Jun 30, 2025) | 2,228 RSUs (non‑employee director grants) |
| Shares issuable within 60 days of Sep 12, 2025 | 1,114 shares from RSUs |
| Ownership guideline (Board) | 3× annual retainer ($135,000) |
| Ownership value (as of Jun 30, 2025) | $407,763 (>$135,000 guideline; calculated at $25.66 per share) |
| Hedging/pledging | Prohibited without pre‑clearance; anti‑hedging and anti‑pledging policy in place |
Governance Assessment
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Strengths
- Independent director with high attendance (≥94%), reinforcing board effectiveness and investor confidence.
- Role on Shareholders Communications Subcommittee aligns with enhanced investor relations and ESG oversight; structured responsibilities to engage shareholders and oversee disclosures.
- Strong ownership alignment: exceeds director ownership guidelines; RSU‑based equity with quarterly vesting; plan prohibits repricing and tax gross‑ups; dividends on awards only if vested; clawback policy applicable to awards.
- Board governance structure features lead independent director and majority independence (7/9), with active Audit, Compensation, and Nominating committees.
- Say‑on‑pay support was 97.8% in 2024, indicating broad shareholder approval of compensation practices.
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Watch items / potential conflicts
- External employment as Head of China Investment Banking at Needham & Company may present perceived conflicts if Needham were to provide services to AOSL; proxy discloses no related‑party transactions and outlines robust Audit Committee review policies.
- Not a member of the three standing committees (Audit, Compensation, Nominating), limiting direct involvement in core oversight areas; engagement instead focused on shareholder communications/ESG.
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Contextual governance developments
- Auditor transition from Baker Tilly to Deloitte (Nov 2024) after remediation of a 2023 ICFR material weakness; signals ongoing board/Audit Committee oversight of controls.
Overall, Li’s independent status, attendance, ownership alignment, and shareholder communications role are positive governance signals. Potential perceived conflicts from investment banking responsibilities appear mitigated by independence determinations and related‑party review policies; no conflicted transactions are disclosed.