Lucas S. Chang
ALPHA & OMEGA SEMICONDUCTORAbout Lucas S. Chang
Independent director of Alpha & Omega Semiconductor (AOSL) since November 2016; age 70. Background spans senior legal leadership and technical roles: Senior VP & General Counsel at United Microelectronics Corporation (UMC) through December 2023; VP & General Counsel at Senhwa Biosciences; senior partner at Morgan, Lewis & Bockius LLP (AOS’s principal outside counsel); earlier technical and IP roles at IBM and Union Carbide. Education: B.S.E. Chemical Engineering (National Taiwan University), Ph.D. Chemical Engineering (University of Washington), J.D. (Santa Clara University School of Law). Core credentials: corporate governance, regulatory compliance, cross‑border M&A, intellectual property, and semiconductor industry expertise; currently serves as consultant to public/private companies .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Union Carbide Corporation | Senior Development Scientist | 1983–1985 | Technical R&D foundation |
| IBM Research Division | Research Staff Member & Technical Team Leader | 1985–1991 | Led technical teams; semiconductor/computing domain |
| IBM Intellectual Property & Licensing Services | Staff Attorney & Patent Agent | 1991–1995 | IP licensing and legal experience |
| Leading law firms (e.g., Wilson Sonsini, Heller Ehrman, Coudert) | Partner/Associate | 1995–2006 | Corporate, M&A, cross‑border legal work |
| Morgan, Lewis & Bockius LLP | Senior Partner | 2006–2016 | AOS principal outside counsel; corporate/M&A/IP focus |
| Senhwa Biosciences, Inc. | Vice President & General Counsel | 2016–2018 | Listed on Taipei Exchange; biotech legal leadership |
| United Microelectronics Corporation (UMC) | VP & General Counsel (Jan–Jul 2018); Senior VP & General Counsel (Aug 2018–Dec 2023) | 2018–2023 | Public company (NYSE/Taipei); semiconductor GC |
| Various companies | Consultant | 2024–present | Advisory to public/private companies |
External Roles
| Organization | Listing | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| UMC | NYSE/Taipei | Senior VP & General Counsel | Aug 2018–Dec 2023 | Chief legal officer function; global semiconductor exposure |
| Senhwa Biosciences | Taipei | VP & General Counsel | 2016–2018 | Drug development regulatory/legal oversight |
| Morgan, Lewis & Bockius LLP | Private | Senior Partner | 2006–2016 | AOS principal outside counsel (potential perceived interlock) |
Board Governance
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee member. Chairs are Michael J. Salameh (Compensation) and Dr. King Owyang (Nominating). Not a member of the Audit Committee (chaired by Claudia Chen) .
- Independence: Board determined Lucas is independent under NASDAQ and Exchange Act rules (only Stephen C. Chang and Dr. Mike F. Chang are non‑independent) .
- Attendance: In FY2025, each director attended ≥94% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead independent director: Michael J. Salameh; presides over executive sessions and coordinates communications .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $107,500 | $107,500 |
| Stock Awards ($, grant date fair value) | $114,377 | $121,381 |
| Total ($) | $221,877 | $228,881 |
Non‑Employee Director Cash Retainer Schedule (Policy in effect FY2025):
| Retainer Type | Amount |
|---|---|
| Annual Board retainer | $45,000 |
| Lead Independent Director | +$15,000 |
| Committee Chair – Audit | +$25,000 |
| Committee Chair – Compensation | +$15,000 |
| Committee Chair – Nominating & Governance | +$15,000 |
| Committee Chair – Shareholder Communications Subcommittee | +$10,000 |
| Committee Chair – Cybersecurity Subcommittee | +$10,000 |
| Committee Member – Audit | +$12,000 |
| Committee Member – Compensation | +$7,500 |
| Committee Member – Nominating & Governance | +$5,000 |
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director RSU Grant Policy | $160,000 ÷ 90‑day Avg Price; vest quarterly; ≤10,000 shares | $160,000 ÷ 90‑day Avg Price; vest quarterly; ≤10,000 shares |
| RSUs Outstanding (shares, as of fiscal year‑end) | 2,797 | 2,228 |
| Options Granted to Non‑Employee Directors | None | None |
- Vesting: Annual RSU grants vest in four equal quarterly installments; accelerated vesting on death/disability or immediately prior to a change in control per plan terms .
- Director equity cap: Total director pay (cash + equity grant‑date fair value) capped at $750,000 per calendar year ($1,000,000 initial year) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Morgan, Lewis & Bockius LLP (AOS’s principal outside counsel) | Former senior partner (2006–2016) | Historical affiliation with AOS’s principal outside counsel may present perceived conflict; Audit Committee reviews related‑party transactions and excludes interested directors from approvals . |
| UMC | Senior VP & General Counsel | No direct interlock disclosed with AOS; adds semiconductor governance expertise . |
| Senhwa Biosciences | VP & General Counsel | No direct interlock disclosed with AOS . |
Expertise & Qualifications
- Legal/regulatory, corporate governance, cross‑border M&A, and IP expertise; significant Asia/US semiconductor experience .
- Education: B.S.E. (NTU), Ph.D. (University of Washington), J.D. (Santa Clara) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (as of Sept 12, 2025) | 25,204 shares; <1% of outstanding |
| Director RSUs Outstanding (as of June 30, 2025) | 2,228 shares |
| Ownership Guideline vs Actual (as of June 30, 2025) | Share ownership: $589,564; Guideline: $172,500 (3× annual retainer for directors); based on $25.66 closing price |
Policies strengthening alignment and risk controls:
- Insider Trading policy prohibits hedging/pledging without pre‑clearance; margin accounts and certain derivatives disallowed absent written approval .
- Compensation clawback policy (SEC/NASDAQ compliant) adopted October 2, 2023 .
- Section 16(a) compliance: no delinquent insider filings reported for FY2025 .
Governance Assessment
-
Strengths
- Independent director with high attendance and active service on Compensation and Nominating & Governance Committees; adds legal/regulatory and semiconductor domain expertise to board oversight .
- Compensation Committee uses independent consultant (Compensia); committee determined no conflicts; aligns with best practices .
- Director pay structure balanced (cash retainer plus time‑based RSUs), annual pay cap, no tax gross‑ups, dividend equivalents only if awards vest; prudent plan safeguards .
- Share ownership guidelines in place; his measured ownership value exceeds the guideline level, signaling alignment with shareholders .
-
Potential Red Flags / Watch Items
- Historical senior partner at Morgan, Lewis & Bockius (AOS principal outside counsel) may create perceived conflict; mitigants include NASDAQ independence designation and Related‑Party Transactions Policy excluding interested directors from approvals .
- Special litigation and compliance context (board established special committees historically) indicates heightened regulatory oversight needs; continued monitoring of governance and compliance disclosures advisable .
-
Additional signals
- Lead independent director structure and regular executive sessions support board independence .
- Anti‑hedging/pledging and clawback policies enhance investor confidence in governance rigor .
Overall, Lucas S. Chang’s profile reflects strong governance credentials and engagement, with a historical law‑firm affiliation worth monitoring for perceived conflicts. His committee work, independence, attendance, and ownership alignment are supportive signals for board effectiveness. **[1387467_0001387467-25-000054_aosl-20250918.htm:10]** **[1387467_0001387467-25-000054_aosl-20250918.htm:15]** **[1387467_0001387467-25-000054_aosl-20250918.htm:16]** **[1387467_0001387467-25-000054_aosl-20250918.htm:17]** **[1387467_0001387467-25-000054_aosl-20250918.htm:31]** **[1387467_0001387467-25-000054_aosl-20250918.htm:33]** **[1387467_0001387467-25-000054_aosl-20250918.htm:69]** **[1387467_0001387467-25-000054_aosl-20250918.htm:95]**