So-Yeon Jeong
ALPHA & OMEGA SEMICONDUCTORAbout So-Yeon Jeong
Independent director (age 53) serving on AOSL’s Board since November 2021. Background spans investor relations and ESG communications in semiconductors and test equipment; MBA from Duke University’s Fuqua School of Business and BA from Ewha University (Seoul). Her biography emphasizes public relations, investor relations, and ESG expertise tailored to semiconductor industry communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alpha & Omega Semiconductor (AOSL) | Consultant, Investor Relations (for the Company) | 2011–Aug 2020 | Supported IR and board communications; later joined Board in Nov 2021 |
| Magnachip Semiconductor | Head of Investor Relations (Seoul, Korea) | Apr 2020–May 2022 | Led IR for analog/mixed-signal semiconductor platform solutions |
| Photon Dynamics (acquired by Orbotech, now KLA) | VP, Investor Relations & Marketing Communications | 2007–2008 | Global array test/repair equipment supplier communications leadership |
| Nextest Systems (acquired by Teradyne) | Head of Investor & Board Relations | 2004–2007 | Board and investor relations for ATE manufacturer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magnachip Semiconductor | Head of Investor Relations | Apr 2020–May 2022 | Public company IR leadership |
| Photon Dynamics | VP IR & Marketing Communications | 2007–2008 | Acquired; role completed pre-acquisition outcomes |
| Nextest Systems | Head of Investor & Board Relations | 2004–2007 | Acquired; leadership in board/investor interfaces |
Board Governance
- Independence: AOSL determined seven of nine directors are independent; Jeong is independent (excludes CEO Stephen C. Chang and executive Mike F. Chang) .
- Tenure: Director since November 2021 .
- Committees (FY2025):
- Compensation Committee member; committee held three meetings in FY2025; chaired by Michael J. Salameh .
- Chair, Shareholders Communications Subcommittee (under Nominating & Corporate Governance); co-member Hanqing (Helen) Li; subcommittee formed to oversee investor communications and ESG disclosures .
- Attendance: Board held six meetings in FY2025; each director attended ≥94% of aggregate Board and committee meetings served .
- Lead Independent Director: Michael J. Salameh; independent directors hold executive sessions with lead presiding .
Shareholder election support (signal of investor confidence):
| Metric | 2024 AGM | 2025 AGM |
|---|---|---|
| Votes For | 22,514,728 | 23,948,453 |
| Votes Withheld | 84,120 | 102,350 |
| Broker Non-Votes | 3,583,406 | 3,914,676 |
Say-on-pay advisory vote outcomes (context on compensation governance):
| Metric | 2024 AGM | 2025 AGM |
|---|---|---|
| For | 22,084,913 | 23,704,661 |
| Against | 498,247 | 330,810 |
| Abstain | 15,688 | 15,332 |
| Broker Non-Votes | 3,583,406 | 3,914,676 |
Fixed Compensation
Non-employee director policy (FY2025):
- Cash retainer: $45,000; Lead Independent Director additional $15,000 .
- Committee chair 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 may be approved: $2,000 in-person, $1,000 teleconference .
- Annual equity: RSU grant sized to $160,000 divided by 90-day average price (capped at 10,000 shares); vests in four quarterly tranches; full vest on death/disability and prior to change in control; issuance aligned to AGM or termination .
Jeong’s actual FY2025 director compensation:
| Component | FY2025 Amount |
|---|---|
| Cash fees | $62,500 |
| Stock awards (grant-date fair value) | $121,381 |
| Total | $183,881 |
| RSUs outstanding (as of 6/30/2025) | 2,228 |
Note: Jeong’s $62,500 cash aligns to policy components likely including $45,000 base, $7,500 Compensation Committee membership, and $10,000 Shareholders Communications Subcommittee chair retainers as defined in policy .
Performance Compensation
Directors do not receive performance-based pay at AOSL; equity grants are time-based RSUs with quarterly vesting and standard acceleration/change-in-control mechanics.
| Performance Element | Details |
|---|---|
| Performance-based component in director pay | None disclosed; director RSUs vest time-based quarterly |
| Annual equity grant sizing | Target $160,000 / 90-day average share price on AGM grant date; cap 10,000 shares |
| Vesting schedule | Four equal quarterly installments post-grant (last installment may vest at next AGM if earlier than one year) |
| Change-in-control treatment | Unassumed awards accelerate; assumed awards follow plan provisions; director awards vest immediately prior to consummation of change in control |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Jeong in AOSL proxy .
- Compensation Committee interlocks: None; no member (including Jeong) served as officer/employee; no reciprocal board or comp committee interlocks with AOSL executives disclosed .
Expertise & Qualifications
- Education: MBA (Fuqua School of Business, Duke University); BA (Ewha University, Seoul) .
- Technical/functional expertise: Public relations, investor relations, ESG communications; semiconductor sector familiarity .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 13,663 | 18,119 |
| % of outstanding shares | <1% (asterisk denotes <1%) | <1% (asterisk denotes <1%) |
| RSUs outstanding (shares) | — | 2,228 (director RSUs) |
| Ownership guideline (USD) | — | $157,500 (3× annual retainer) |
| Actual ownership value (USD) | — | $407,763 (market value at $25.66 close on 6/30/2025) |
- Ownership guideline compliance: Jeong exceeds director stock ownership guideline ($407,763 vs $157,500) .
- Hedging/pledging: Company policy prohibits hedging and pledging (including margin accounts, derivatives) without prior written approval; no pledges disclosed for Jeong .
Governance Assessment
- Board effectiveness: Strong investor support for Jeong’s re-election in 2024 and 2025 (very low withhold rates), indicating confidence; high attendance (≥94%) supports engagement .
- Independence and roles: Independent director, member of Compensation Committee, and Chair of the Shareholders Communications Subcommittee—her IR/ESG background is directly leveraged in governance and shareholder engagement oversight .
- Alignment: Exceeds stock ownership guidelines; director compensation mix balanced with standard cash retainer and time-based RSUs; no director options; director pay capped annually under plan .
- Risk controls and investor protections: Anti-hedging/anti-pledging policy; clawback policy adopted per SEC/Nasdaq rules; no tax gross-ups; no liberal CIC; no repricing; minimum vesting; independent committee administration—all reduce governance red flags .
- Potential conflicts/related-party exposure: None disclosed for Jeong; Audit Committee oversees related-party transactions; Comp Committee interlocks none .
RED FLAGS: None disclosed specific to Jeong (no related-party transactions, no pledging, high attendance). Monitoring areas include ongoing Committee oversight and maintenance of independence standards .