Michael J. Salameh
ALPHA & OMEGA SEMICONDUCTORAbout Michael J. Salameh
Independent director and Lead Independent Director at Alpha and Omega Semiconductor (AOSL), age 70, serving on the Board since November 2013. He holds a B.S. in Engineering and Applied Science from Yale University and an M.B.A. from Harvard Business School, and brings former CEO experience and deep semiconductor market knowledge from co-founding and leading PLX Technology (NASDAQ: PLXT) until 2008 and serving on its board until its 2014 acquisition by Avago . The Board has determined he is independent under NASDAQ and SEC rules; as Lead Independent Director he presides over executive sessions and serves as liaison between independent directors, the Chair, management, and major shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PLX Technology (NASDAQ: PLXT) | Co-founder, CEO | 1986–2008 | Led across sales, marketing, engineering, accounting, operations; Board member until acquisition by Avago in Aug 2014 |
| Hewlett-Packard | Marketing management | 1980–1986 | Semiconductor market-facing roles |
| Analogix Semiconductor (private) | Consultant to CEO and Board | 2010–2020 | Strategic advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Scaleflux Inc. (private enterprise storage) | Strategic Advisor | Since 2015 | Ongoing advisory role |
| PLX Technology (public; acquired) | Director | 1986–2014 | Board service until 2014 acquisition |
Board Governance
| Body | Role | Chair? | FY2025 Meetings |
|---|---|---|---|
| Board of Directors | Director; Lead Independent Director | — | Board met 6x; each director attended ≥94% of Board+committee meetings; all directors attended 2024 AGM |
| Compensation Committee | Member | Chair | 3 meetings; engages independent consultant (Compensia); no conflicts reported |
| Audit Committee | Member | No | 6 meetings; reviews financial reporting, ICFR, disclosure controls, and related-party transactions |
| Cybersecurity Subcommittee (of Audit) | Member | No (Chair: Claudia Chen) | 4 meetings; oversight of cyber/IT risk, incident response, disclosure |
| Independence | Independent director | Lead Independent Director | Independent under NASDAQ/SEC; presides over executive sessions and coordinates with Chair/major shareholders |
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 99,500 | Total cash fees for committee roles and Lead Independent Director responsibilities |
| Stock Awards (RSUs grant-date fair value) | 121,381 | Annual RSU award to non-employee directors under policy |
| All Other Compensation | — | None disclosed |
| Total | 220,881 | — |
Director Compensation Policy (structure and rates):
| Cash Retainers | Rate ($) | Equity Grants | Structure |
|---|---|---|---|
| Board annual retainer (non-employee) | 45,000 | Annual RSU grant | $160,000 divided by 90-day average share price; max 10,000 shares; vests quarterly |
| Lead Independent Director | +15,000 | RSU vesting/accelerations | Vest in four quarterly installments; full vest on death/disability; change-in-control vesting per plan |
| Committee Chair: Audit | +25,000 | — | — |
| Committee Chair: Compensation | +15,000 | — | — |
| Committee Chair: Nominating & Governance | +15,000 | — | — |
| Subcommittee Chair: Shareholder Comms / Cybersecurity | +10,000 | — | — |
| Committee Member: Audit | +12,000 | — | — |
| Committee Member: Compensation | +7,500 | — | — |
| Committee Member: Nominating & Governance | +5,000 | — | — |
| Special meeting fees (if approved) | $2,000 in-person / $1,000 teleconference | — | As determined by Board for special meetings |
Performance Compensation
- AOS uses time-based RSUs for non-employee directors; no performance-conditioned director equity is disclosed. Annual grants are made at the Annual Meeting with the $160,000 grant sizing formula and vest in four quarterly installments; vesting accelerates upon death, disability, or change in control per plan terms .
- AOS caps per-director total compensation (cash+equity grant-date fair value) at $750,000 per calendar year ($1,000,000 initial year), supporting pay discipline .
Director Equity Award Structure:
| Element | Detail |
|---|---|
| Grant sizing | $160,000 / 90-day average closing price prior to grant; ≤10,000 shares |
| Vesting | 4 equal quarterly installments; last installment vests at next AGM if <1 year |
| Acceleration | Full vest on death/disability; change-in-control treatment per plan |
| Share issuance timing | On next AGM date after vesting or upon termination; CI events ASAP |
Other Directorships & Interlocks
- Current public company boards: None disclosed. Prior public board: PLX Technology (NASDAQ) until acquisition in 2014 .
- Compensation committee interlocks: None disclosed; no AOS executive serves on a board/comp committee of entities whose executives serve on AOS’s Board/Comp Committee .
Expertise & Qualifications
- Former public-company CEO, founder, and director; broad functional leadership across key disciplines; extensive semiconductor industry market knowledge and relationships, providing critical business insight to the Board .
- Lead Independent Director responsibilities include presiding over executive sessions, coordinating independent director activities, acting as liaison to Chair/management, and communicating with major shareholders .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 59,143 | As of Sept 12, 2025 |
| Ownership % of outstanding | <1% | Asterisk indicates less than 1% |
| RSUs outstanding (director grants) | 2,228 | As of June 30, 2025 |
| Stock ownership guideline (Board) | $261,000 | 3× annual retainer; guideline for non-employee directors |
| Actual “Share Ownership ($)” | $1,460,439 | Computed at $25.66/share as of June 30, 2025; exceeds guideline |
| Hedging/Pledging | Prohibited without pre-clearance; margin/pledging generally prohibited | Insider Trading Policy; anti-hedging/anti-pledging language |
Note: We searched for Form 4 insider trading filings in 2024–2025 and found none for AOSL in the tool catalog; no recent insider transaction disclosures were available in this window [Found 0 Form 4 documents].
Governance Assessment
-
Strengths
- Independence and leadership: Serves as Lead Independent Director; Board has seven of nine independent directors and holds executive sessions, bolstering oversight .
- Committee effectiveness: Chairs the Compensation Committee and sits on the Audit Committee and its Cybersecurity Subcommittee—strong involvement in pay governance, financial reporting, and cyber risk oversight .
- Engagement: Board and committee activity in FY2025 (Board 6x; Audit 6x; Compensation 3x; Cybersecurity 4x) with ≥94% attendance across directors; full attendance at 2024 AGM .
- Pay discipline and alignment: Director pay capped; equity grants are time-based RSUs; robust stock ownership guidelines and anti-hedging/pledging policy; no tax gross-ups in the plan; clawback policy adopted .
- Shareholder support: 2024 say-on-pay approval ≈97.8%, signaling investor confidence in compensation governance .
-
Potential Risks / RED FLAGS
- Related-party exposures: None specific to Salameh disclosed; Audit Committee reviews and a formal Related Party Transactions Policy in place .
- Attendance issues: None disclosed—≥94% attendance across directors .
- Hedging/pledging: Policy prohibits; no pledging disclosures noted for Salameh .
- Option repricing/evergreen: The plan prohibits repricing without shareholder approval; no evergreen; limits on change-in-control acceleration—supportive of shareholder-friendly practices .
-
Implications for investor confidence
- Salameh’s independence, lead role, and multi-committee engagement support Board effectiveness in oversight of pay, audit/cyber risk. Policy framework (ownership guidelines, clawback, anti-hedging, director pay caps) and high say-on-pay support indicate strong governance hygiene—positive signals for alignment and risk management .
Director Compensation and RSUs Detail (FY2025)
| Item | Value |
|---|---|
| Total Director Compensation | $220,881 (Cash $99,500; RSUs $121,381) |
| RSUs Outstanding (as of 6/30/2025) | 2,228 shares |
| Annual Grant Mechanics | $160,000 / 90-day avg price; vest quarterly; CI/death/disability acceleration per plan |
Attendance Snapshot (FY2025)
| Meeting Type | Count | Note |
|---|---|---|
| Board | 6 | Each director ≥94% attendance; all attended 2024 AGM |
| Audit Committee | 6 | Oversees financial reporting, ICFR, related-party transactions |
| Compensation Committee | 3 | Oversees executive/director pay, equity plan administration |
| Cybersecurity Subcommittee | 4 | Oversees cybersecurity/IT risk and disclosures |
Related Party & Policies
- Indemnification agreements with directors per Bermuda law; limits for non-good-faith conduct; Board authorization required for certain actions .
- Formal Related Party Transactions Policy with Audit Committee approval process; director recusal when related; lists pre-approved categories (e.g., director comp consistent with policy) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: ~97.8% approval; committee maintained compensation philosophy given strong shareholder support .
Compensation Peer Group (Context for Committee Work)
- Compensia advised on executive pay with a semiconductor/tech peer group (e.g., Ambarella, Lattice, Power Integrations, Diodes, Semtech, Synaptics, Wolfspeed, etc.); committee retained independence with no management conflicts .