Stephen C. Chang
ALPHA & OMEGA SEMICONDUCTORAbout Stephen C. Chang
Stephen C. Chang (age 48) is AOSL’s Chief Executive Officer since March 2023 and a director since November 2022. He previously served as President (Jan 2021–Feb 2023) and held senior roles in product line management and marketing; he holds a B.A. in Electrical Engineering from UC Berkeley and an MBA from Santa Clara University . Under his tenure, FY2025 revenue reached $696.2 million (+5.9% YoY) with a net loss of $96.976 million, reflecting ongoing investment and market normalization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha & Omega Semiconductor (AOSL) | Chief Executive Officer | Mar 2023–present | Led strategy, operations, and product portfolio expansion; drove FY2025 revenue growth |
| Alpha & Omega Semiconductor (AOSL) | Director | Nov 2022–present | Board oversight with deep ops/marketing/technology knowledge |
| Alpha & Omega Semiconductor (AOSL) | President | Jan 2021–Feb 2023 | Managed business across new product development and lifecycle |
| Alpha & Omega Semiconductor (AOSL) | EVP Product Line Mgmt; SVP Marketing; VP MOSFET; Sr Director Product Marketing | n/a | Built product strategy and customer development across power semiconductor portfolio |
External Roles
No external board or executive roles disclosed for Stephen C. Chang in the latest proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $470,765 | $490,000 | $490,000 |
| Current Base Salary (effective date) | — | — | $504,700 (effective 7/1/2025) |
Performance Compensation
Annual Incentive (Cash Bonus)
| Year | Metric | Target/Structure | Actual | Payout |
|---|---|---|---|---|
| 2024 | No plan adopted | — | — | $0 |
| 2025 | Non-GAAP EPS and Revenue; min thresholds required; min/target/max payout 23%/100%/220% of base | Targets not publicly disclosed; one-year performance period (CY2025) | To be determined | n/a |
| 2023 | EPS/Revenue plan (prior year) | — | — | $296,384 |
Equity Awards (RSUs, PSUs, MSUs)
| Grant | Type | Size | Performance Period | Vesting | Status/Payout |
|---|---|---|---|---|---|
| Mar 17, 2025 | Time-based RSUs | 67,500 shares | — | 25% annually over 4 years from 3/17/2025 | Unvested |
| Mar 17, 2025 | PSUs (financial/strategic) | 67,500 target shares | CY2025 | Earned shares vest 25% annually over 4 years from 3/17/2025 | Earn-out pending |
| Mar 15, 2024 | Time-based RSUs | 57,500 shares | — | 25% annually over 4 years from 3/15/2024 | Partially vested |
| Mar 15, 2024 | PSUs (non-GAAP EPS + revenue) | 57,500 target shares | CY2024 | Earned at 100% based on $666.4m revenue and $0.34 non-GAAP EPS; vests over 4 years from 3/15/2024 | 100% of target |
| 2018 (amended 2020) | MSUs (stock price + revenue multiplier) | 90,000 target shares | 1/1/2019–12/31/2022 | Earned 100%; vests 25% annually 1/1/2023–12/31/2026 | Ongoing vest |
Additional practices: CEO must hold at least 50% of shares (net of tax) from full-value awards for 1 year post vest for awards granted on/after Aug 7, 2025 .
Equity Ownership & Alignment
| Category | Details |
|---|---|
| Beneficial ownership (proxy as of 9/12/2025) | 340,218 shares (1.1% of outstanding) |
| Latest Form 4 snapshot | Disposed 2,100 shares (code G – gift) on 9/9/2025; beneficial ownership reported 576,705 shares after transaction |
| Unvested equity at 6/30/2025 | 238,587 unvested units; market value $6,122,143; plus 67,500 unearned PSUs valued $1,732,050 (assumes target) |
| Shares vested in FY2025 | 85,462 shares vested; value realized $2,560,531 |
| Options | None outstanding; none exercised |
| Ownership guidelines | CEO must hold shares = 3x base salary; Stephen’s ownership value $8,729,994 vs guideline $1,470,000 (exceeds) |
| Hedging/Pledging | Company prohibits hedging and pledging/margin accounts without prior written approval; pre-clearance required |
| Insider trading notes | ESPP participation and various RSU/PSU/MSU holdings disclosed in Form 4 |
Employment Terms
| Scenario | Cash Severance | Bonus | Health Benefits | Equity Acceleration |
|---|---|---|---|---|
| Involuntary termination (no change-in-control) | 12 months base salary | — | 12 months coverage | Per plan if not assumed in a transaction |
| Involuntary termination within 12 months post change-in-control | 24 months base salary | 200% of target bonus paid over 24 installments | 24 months coverage | Accelerated vesting of unvested awards (other than MSUs) |
| Change-in-control mechanics (plan-level) | If awards not assumed, time-based RSUs accelerate; PSUs vest at 50% of target if pre-performance completion or based on actual if post; MSUs paid out at transaction if not assumed |
Non-compete/non-solicit covenants apply during severance period; severance requires a release of claims .
Board Governance and Committee Roles
- Board structure: 9 directors; majority independent (7 of 9) .
- Leadership: Chairman is Dr. Mike F. Chang; CEO Stephen C. Chang is a director (non-independent) .
- Lead Independent Director: Michael J. Salameh; presides over executive sessions and liaises with management and shareholders .
- Committees (independent-only membership):
- Audit: Claudia Chen (Chair), Michael L. Pfeiffer, Michael J. Salameh .
- Compensation: Michael J. Salameh (Chair), Lucas S. Chang, So-Yeon Jeong, King Owyang .
- Nominating & Governance: King Owyang (Chair), Lucas S. Chang, Claudia Chen .
- Attendance: Each director attended ≥94% of Board and committee meetings in FY2025 .
- Dual-role implications: CEO as director is standard; independence preserved via majority-independent board, independent committees, and a Lead Independent Director .
Director Compensation
- Policy applies to non-employee directors: $45,000 annual retainer; Lead Independent Director +$15,000; committee chair/member retainers; annual RSU grant of $160,000 fair value vesting quarterly; special meeting fees as applicable .
- Stephen C. Chang is an employee director; the non-employee director compensation framework does not apply to him .
Compensation Governance and Peer Benchmarking
- Compensation consultant: Compensia; retained by Compensation Committee; determined independent with no conflicts .
- 2025 peer group includes Ambarella, Cohu, Diodes, Form Factor, Impinj, Lattice, MaxLinear, M/A-COM, Penguin Solutions, Power Integrations, Semtech, Synaptics, Wolfspeed, Indie Semiconductor, Ichor .
- Say-on-Pay: ~97.8% approval in 2024; Committee kept philosophy/practices consistent for FY2025 .
- Clawback: Adopted Oct 2, 2023 compliant with SEC/Nasdaq; applies to incentive comp for 3 prior fiscal years upon restatement .
Company Performance Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD) | $691.321 million | $657.274 million | $696.162 million |
| EBITDA ($USD) | $65.336 million* | $49.401 million* | $33.460 million* |
Values marked with an asterisk are retrieved from S&P Global.
Additional FY2025 highlights: +5.9% YoY revenue growth; >100 new products launched; Tier-1 design wins; $150 million sale of ~50% of CQJV equity interest to fund R&D and strategic assets .
Risk Indicators and Red Flags
- Hedging/pledging prohibited without approval; strong insider trading policy .
- No tax gross-ups in the equity plan; perquisites modest; no options repricing permitted under the plan .
- Prior internal control weakness (inventory costing IT controls) remediated by FY2024; auditor transition to Deloitte in FY2025 .
Investment Implications
- Alignment: High equity mix and multi-year service vesting (RSUs/PSUs/MSUs) tightly align CEO pay to long-term shareholder value; post-vesting holding and ownership guidelines further reduce near-term selling pressure and enhance alignment .
- Retention: Four-year vesting cadence across multiple grants plus change-in-control protections (double-trigger cash and accelerated vesting for most awards) lowers retention risk for the CEO and senior team .
- Trading signals: Regular vesting events and ESPP participation can add technical supply, but the new 1-year post-vesting holding requirement for awards granted on/after Aug 7, 2025 materially tempers potential selling by the CEO ; recent Form 4 activity was a small gift (code G), not open-market selling .
- Pay-for-performance: 2024 PSUs paid at 100% on revenue/EPS attainment; 2025 plan is EPS/Revenue with stretch payouts (up to 220% of base), supporting execution focus amid sector normalization .