Michael L. Pfeiffer
ALPHA & OMEGA SEMICONDUCTORAbout Michael L. Pfeiffer
Michael L. Pfeiffer, 73, is an independent director of Alpha and Omega Semiconductor (AOSL) and has served on the Board since January 2014. A certified public accountant (California), he spent 30+ years at PricewaterhouseCoopers LLP, including 18 years as engagement partner auditing Silicon Valley high‑technology companies, and previously served on the boards of BCD Semiconductor (NASDAQ), Integrated Memory Logic (Taiwan SE), and Razer, Inc. He holds an MBA from the University of Oregon and a BA from Eckerd College, bringing deep finance, accounting, and international operations oversight experience to AOSL’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Engagement Partner (CPA) | 30+ years total; 18 years as engagement partner | Led audits of Silicon Valley high-tech companies |
| BCD Semiconductor Manufacturing Limited (NASDAQ) | Director | 2008–2013 | Board oversight until company acquisition in 2013 |
| Integrated Memory Logic, Ltd. (Taiwan Stock Exchange) | Director | 2009–2014 | Board oversight until company acquisition in 2014 |
| Razer, Inc. | Director | 2014–2016 | Board service at computer peripherals company |
External Roles
- No current public company directorships disclosed beyond AOSL; prior public boards: BCD Semiconductor (NASDAQ), Integrated Memory Logic (Taiwan SE), Razer, Inc. .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors except CEO Stephen C. Chang and EVP Mike F. Chang are independent; Pfeiffer is independent |
| Board Meetings FY2025 | Six meetings; all directors attended ≥94% of Board and applicable committee meetings; all directors attended the 2024 AGM |
| Audit Committee | Member; Chair: Claudia Chen (designated “audit committee financial expert”); six meetings in FY2025 |
| Cybersecurity Subcommittee | Member; Chair: Claudia Chen; four meetings in FY2025; oversight of cybersecurity risk, controls, disclosures, and incident response |
| Lead Independent Director | Michael J. Salameh |
| Auditor Oversight | Committee (including Pfeiffer) selected Deloitte as independent auditor for FY ending June 30, 2026, replacing Baker Tilly |
Fixed Compensation
| Item | FY2025 Amount |
|---|---|
| Fees Earned or Paid in Cash | $64,800 |
| Total Director Compensation | $186,181 |
Director compensation policy (cash):
- Annual cash retainer: $45,000; Lead Independent Director: +$15,000 .
- Committee chairs 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 (if authorized): $2,000 in-person, $1,000 teleconference .
Performance Compensation
| Component | FY2025 Detail |
|---|---|
| Stock Awards (Grant Date Fair Value) | $121,381 (RSUs; no stock options granted to non-employee directors) |
| RSUs Outstanding (as of 6/30/2025) | 2,228 shares |
| Annual RSU Sizing Method | $160,000 divided by 90‑day average closing price; max 10,000 shares |
| Vesting Schedule | Four equal quarterly installments; final installment may vest at next AGM if earlier than one year from grant |
| Change‑in‑Control | Outstanding non‑employee director awards vest in full immediately prior to consummation |
| Performance Metrics | None disclosed for director equity (time‑based vesting only) |
Other Directorships & Interlocks
| Company | Role | Status/Notes |
|---|---|---|
| BCD Semiconductor Manufacturing Limited | Director | NASDAQ‑listed until acquisition in 2013 |
| Integrated Memory Logic, Ltd. | Director | Taiwan Stock Exchange‑listed until acquisition in 2014 |
| Razer, Inc. | Director | 2014–2016 |
- Compensation Committee interlocks: None; no cross‑board service creating interlocks with AOSL executives reported .
Expertise & Qualifications
- Certified Public Accountant (California); 30+ years PwC with 18 years as engagement partner auditing Silicon Valley tech companies .
- Finance, accounting, audit oversight expertise with international operations exposure in semiconductor industry .
- Education: MBA (University of Oregon); BA (Eckerd College) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 65,613 |
| % of Shares Outstanding | <1% |
| RSUs Outstanding | 2,228 shares |
| Share Ownership Value (as of 6/30/2025) | $1,626,459 (at $25.66 closing price) |
| Director Ownership Guideline | $171,000 (3× annual retainer) |
| Guideline Compliance | Exceeds guideline per disclosed ownership vs guideline amounts |
| Hedging/Pledging | Company policy prohibits hedging and pledging without prior written approval; margin accounts disallowed |
Governance Assessment
- Board effectiveness and engagement: Independent status, strong attendance (≥94%), and active service on Audit and Cybersecurity oversight committees support governance quality and investor confidence .
- Accounting and audit oversight: Deep CPA/audit background plus Audit Committee role; committee’s selection of Deloitte and transition from Baker Tilly signals active oversight of external audit quality .
- Alignment: He materially exceeds director stock ownership guidelines, enhancing alignment with shareholders; anti‑hedging/anti‑pledging policy further supports long‑term orientation .
- Compensation: Mix is largely time‑vested RSUs and cash retainers; no director options granted in FY2025; equity vests quarterly with change‑in‑control acceleration—typical for directors, but not performance‑based .
- Conflicts and related parties: Audit Committee reviews/approves related party transactions; proxy does not disclose related party transactions involving Pfeiffer; all Section 16 filings compliant in FY2025 (no delinquencies) .
- Note: Audit Committee “financial expert” designation is to Claudia Chen; Pfeiffer contributes audit and finance experience as a member alongside the designated expert .
RED FLAGS: None disclosed specific to Pfeiffer (no related‑party transactions, no Section 16 delinquencies, anti‑hedging/pledging policy in effect). Change‑in‑control vesting for director RSUs is standard but can be scrutinized by some investors; no performance‑based director equity metrics are disclosed .