Mike F. Chang
ALPHA & OMEGA SEMICONDUCTORAbout Mike F. Chang
Founder of Alpha & Omega Semiconductor; currently Chairman of the Board and Executive Vice President of Strategic Initiatives. Age 80; B.S. National Cheng Kung University; M.S. and Ph.D. in Electrical Engineering, University of Missouri . Served as CEO until March 1, 2023, Executive Chairman from March 1, 2023 to March 3, 2025, then EVP Strategic Initiatives alongside Chairmanship . Company FY2025 revenue was $696.2 million (+5.9% YoY), with reported net loss of $96,976 thousand; FY2024 net loss was $11,081 thousand .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha & Omega Semiconductor | Founder; CEO; Executive Chairman; Chairman; EVP Strategic Initiatives | 2000–2025 (various) | Led founding and growth; transitioned CEO role; chairs Board and drives strategic initiatives |
| Siliconix (Vishay subsidiary) | Executive Vice President; various management roles | 1987–2000 (EVP 1998–2000) | Built power semiconductor business and operations experience |
| General Electric | Product R&D and management | 1974–1987 | Power semiconductor R&D leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external public company directorships disclosed for Dr. Chang . |
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $508,062 | $490,000 | $462,539 (reported) |
| Base Salary terms (role-linked) | CEO thru Feb 28, 2023; Executive Chairman from Mar 1, 2023 | Executive Chairman | EVP Strategic Initiatives from Mar 3, 2025; agreement amended; base set at $425,000 (Mar 3, 2025) |
| Mid-year base adjustment (effective Jul 1) | — | — | $437,750 (effective July 1, 2025) |
| Non-Equity Incentive (Cash Bonus) ($) | $412,580 (FY2023 program) | $0 (no FY2024 plan) | $0 (FY2025 plan approved for calendar 2025, but proxy shows no payout yet) |
| Other Compensation ($) | $3,050 | $632 | $1,289 |
Performance Compensation
Annual Cash Incentive Plan – Calendar 2025
| Metric | Weighting | Target Definition | Minimum Payout | Target Payout | Maximum Payout |
|---|---|---|---|---|---|
| Non-GAAP EPS | Not disclosed | EPS range for CY2025; threshold must be met | 16% of base | 70% of base | 154% of base (Mike Chang) |
| Revenue | Not disclosed | Revenue range for CY2025; threshold must be met | 16% of base | 70% of base | 154% of base (Mike Chang) |
Notes: Committee approved CY2025 plan on Feb 28, 2025; payouts depend on combined attainment of non-GAAP EPS and revenue; 2024 had no plan due to industry slowdown .
Long-Term Equity – Grants in FY2025 (March 17, 2025)
| Award Type | Grant Date | Target/Units | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Performance RSUs (PSUs) | 3/17/2025 | Target 22,500 (min 3,938) | Earned based on 2025 financial goals; earned units vest in 4 equal annual installments from grant date | $621,225 |
| Time-based RSUs | 3/17/2025 | 22,500 | 4 equal annual installments over 4 years from grant date | $621,225 |
Performance conditions: “predetermined financial goals” (specifics not disclosed). Change-in-control treatment follows plan rules (see Employment Terms) .
Outstanding Equity at FY2025 Year-End (June 30, 2025)
| Category | Units Not Vested (#) | Market Value ($) |
|---|---|---|
| Time-based/Service RSUs (various grants) | 218,545 | $5,607,866 |
| PSUs – unearned/unvested | 22,500 | $577,350 |
Market-based RSUs (MSUs) program overview: 2022 MSUs (amended Aug 2024) earn based on stock price and revenue thresholds during Sep 19, 2023–Dec 31, 2026; earned shares vest in four equal annual installments starting Jan 1, 2027 .
Equity Ownership & Alignment
| Item | Value/Count | Notes |
|---|---|---|
| Beneficial Ownership (9/12/2025) | 4,174,002 shares; 13.9% of outstanding | Largest individual shareholder; strong alignment |
| Beneficial Ownership (9/13/2024) | 4,135,101 shares; 14.3% | — |
| Beneficial Ownership (10/10/2022) | 4,331,110 shares; 15.7% | — |
| Ownership Guideline | 1x base salary ($425k guideline for FY2025) | Executive ownership guideline policy |
| Ownership vs Guideline (6/30/2025) | $107,104,891 vs $425,000 | Far exceeds guideline |
| Anti-Hedging/Pledging | Hedging and pledging prohibited without pre-clearance; margin accounts disallowed | Company-wide insider trading policy |
| Vested vs Unvested Equity | Unvested summarized above; options currently none under 2018/Predecessor plan as of Aug 31, 2025 | Reduced option-related selling pressure |
Employment Terms
| Provision | Base Case (No Change-in-Control) | Change-in-Control (CIC) |
|---|---|---|
| Severance Cash | 12 months base salary | 24 months base salary + 200% of target bonus, paid over 24 months |
| Health Benefits | 12 months COBRA-equivalent | 24 months COBRA-equivalent |
| Equity Acceleration | None | Full acceleration of outstanding equity awards (per plan; MSU treatment as per plan specifics) |
| Conditions | General release; non-compete and non-solicit compliance during severance period | Same; Section 280G cutback to maximize after-tax benefits |
Illustrative potential payouts (June 30, 2023 measurement): Cash severance $980,000; Health $46,115; Bonus $980,000; Accelerated RSUs $14,507,276; Total $16,513,391 (if terminated without cause/for good reason in connection with CIC and awards assumed/replaced) .
Clawback policy: Effective Oct 2, 2023; recovers incentive compensation upon required restatement per SEC/NASDAQ rules (three prior fiscal years) .
Board Governance
| Attribute | Status |
|---|---|
| Board Seat | Chairman of the Board |
| Executive Role | EVP Strategic Initiatives (since Mar 3, 2025) |
| Independence | Not independent (as an executive) |
| Committee Memberships | Not listed as member of Audit, Compensation, or Nominating & Corporate Governance committees |
| Board Meetings and Attendance (FY2025) | Six meetings; ≥94% attendance for each director |
| Lead Independent Director | Michael J. Salameh |
| Executive Sessions | Independent directors hold executive sessions; lead independent presides |
| Board Leadership Commentary | Board views Chair–CEO separation with executive Chair/EVP role plus lead independent director as optimal; 7 of 9 directors independent |
Dual-role implications: Dr. Chang is both Chair and an executive (EVP), which reduces strict independence at the chair level; mitigants include majority-independent board, fully independent key committees, and lead independent director with defined authority .
Related Party Transactions and Interlocks
- Family relationships: Stephen C. Chang (CEO, director) is Dr. Chang’s son; disclosed by 8-K and proxies .
- David Chang (son) employment: FY2024 salary $153,224; $17,000 bonus; 800 RSUs; resigned June 25, 2024 . Earlier years show similar disclosures .
Compensation Structure Analysis
| Component | FY2023 | FY2024 | FY2025 | Observations |
|---|---|---|---|---|
| Cash salary | $508,062 | $490,000 | $462,539 reported; base reset to $425,000 (Mar 2025) then $437,750 (Jul 2025) | Salary declined on transition to EVP; mid-year adjustment modestly higher |
| Cash bonus | $412,580 | $0 (no plan) | $0 (plan approved for CY2025; outcomes not shown) | Increased “at-risk” tilt via equity; bonus reintroduced for CY2025 |
| Equity awards (grant-date FV) | $2,311,369 | $1,616,250 | $1,242,450 | Continued emphasis on RSUs/PSUs; decreasing grant FV year-over-year |
| Equity instruments | RSUs, PSUs, MSUs ongoing; no options outstanding as of Aug 31, 2025 | RSUs/PSUs/older options in tables | RSUs/PSUs; MSU program long-dated | Shift from options to RSU/PSU reduces volatility and repricing risk |
Say-on-Pay: 98.3% approval in 2023; 97.8% approval in 2024, signaling strong shareholder support for the pay program .
Director Compensation (for reference)
Non-employee director program provides cash retainer and RSU grants vesting quarterly; not applicable to Dr. Chang as an executive director .
Risk Indicators & Red Flags
- CIC severance magnitude: Potential total value in CIC termination scenarios is substantial, driven by equity acceleration .
- Section 16 compliance: Dr. Chang filed three late Forms 4 in FY2024 (and prior late filings in older years); minor governance flag .
- Hedging/pledging: Prohibited without pre-clearance; no pledging disclosed .
- Clawback: Adopted; covers cash and equity incentives on restatement .
- Option repricing: Prohibited under 2018 Plan; change-in-control narrowly defined; minimum vesting standards; no evergreen; director pay capped .
Equity Ownership & Vesting Schedule Details
| Grant Type | Grant Date | Units | Vest Schedule | Notes |
|---|---|---|---|---|
| PSUs (target) | 3/17/2025 | 22,500 | Earned units vest in 4 equal annual installments over 4 years from grant date | Performance goals for CY2025; change-in-control rules per plan |
| RSUs | 3/17/2025 | 22,500 | 4 equal annual installments over 4 years from grant date | Standard time-based |
| MSUs (2019/2022 programs) | 2019/2022 awards | See plan | Earned MSUs vest in 4 annual installments starting Jan 1, 2023 (2019 MSUs) and Jan 1, 2027 (2022 MSUs) | Earn-out based on stock price and revenue thresholds |
Expertise & Qualifications
- Deep technical and operational expertise in power semiconductors; extensive industry network and partner/customer relationships .
- Board leadership experience; helps guide strategic initiatives and technology development .
Say-on-Pay & Shareholder Feedback
- 2023 SoP approval: ~98.3%; 2024 SoP approval: ~97.8% .
- Committee continues to use independent consultant (Compensia) and best-practice features (holding requirement for CEO awards from Aug 2025; robust ownership guidelines) .
Employment Contracts & Covenants
- Current employment agreement amended Mar 3, 2025 for EVP role; compensation “generally the same” as prior Executive Chairman agreement; eligible for cash bonus tied to performance .
- Severance conditioned on release, non-compete, and non-solicit .
Investment Implications
- Alignment: Significant insider ownership (13.9%) and far above guideline supports long-term alignment; anti-hedging/pledging reduces misalignment risk .
- Retention: Multiple outstanding RSU/PSU/MSU tranches vesting over multi-year horizons and strong CIC protections lower near-term retention risk; however, large equity acceleration in CIC scenarios is dilutive and value-levered .
- Trading signals: Regular annual vesting from March 2025 grants may create episodic supply; absence of options reduces forced exercises; Section 16 filing timeliness should be monitored but appears a minor governance issue .
- Performance linkage: 2025 cash plan keyed to non-GAAP EPS and revenue (appropriate top-line and profitability focus); equity programs include company financial goals and stock/revenue MSUs, maintaining pay-for-performance .
- Governance: Dual role as Chair + EVP reduces chair independence; mitigated by lead independent director and independent committees; strong SoP outcomes indicate broad investor acceptance of structure .