Wenjun Li
ALPHA & OMEGA SEMICONDUCTORAbout Wenjun Li
Wenjun Li, Ph.D., is Chief Operating Officer at Alpha and Omega Semiconductor (AOSL) and age 56 as of August 15, 2025; he was appointed COO on August 12, 2021 after leading manufacturing operations across AOS and Jireh Semiconductor since 2012. He holds a B.S. in Chemistry and M.S. in Chemical Engineering (Taiyuan University of Technology) and a Ph.D. in Microelectronics & Solid-State Electronics (Shanghai Jiao Tong University), with a career focus on semiconductor operations and process integration . AOS’s incentive frameworks during his tenure have emphasized non-GAAP EPS and revenue targets and market-based share-price performance; notably the 2018 market performance RSUs were earned at 100% based on a $45.237 average share price and 2022 revenue of $794M, while the 2023 performance RSUs were forfeited due to goal shortfalls, underscoring payout sensitivity to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha & Omega Semiconductor (AOS) | Chief Operating Officer | Aug 2021 – present | Leads global manufacturing operations and operational scale-up |
| AOS | EVP, World-Wide Manufacturing | Jan 2021 – Aug 2021 | Oversaw worldwide manufacturing; foundational to COO promotion |
| AOS/Jireh Semiconductor | SVP, World-Wide Manufacturing | Oct 2019 – Dec 2020 | Led enterprise manufacturing, expansion of wafer foundry management |
| AOS/Jireh Semiconductor | VP, Front-End Operation | Oct 2015 – Oct 2019 | Managed front-end fab operations and process execution |
| AOS/Jireh Semiconductor | Director, Process Integration | Mar 2014 – Oct 2015 | Advanced process integration capabilities |
| AOS/Jireh Semiconductor | Sr. Manager, Process Integration | Feb 2012 – Jul 2013 | Built core integration competencies |
Fixed Compensation
Multi-year compensation for Wenjun Li (fiscal years end June 30):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 354,565 | 342,000 | 342,000 |
| Stock Awards ($) | 555,014 | 431,000 | 552,200 |
| Non-Equity Incentive ($) | 201,575 | — | — |
| All Other Compensation ($) | 4,376 | 2,351 | 4,039 |
| Total ($) | 1,115,530 | 775,351 | 898,239 |
Base salary schedule:
| Effective Date | Annual Base Salary ($) |
|---|---|
| July 1, 2025 | 352,260 |
Notes:
- No annual bonus program was established for FY 2024; FY 2025 non-equity incentive plan adoption pertains to calendar year 2025 performance and payouts, not fiscal FY reporting .
Performance Compensation
Annual cash bonus plans:
| Year | Metric | Target Calibration | Payout Range (% of Base) | Actual Outcome |
|---|---|---|---|---|
| CY 2022 | Non-GAAP EPS and Revenue | EPS: $3.90/$4.20/$4.65 (threshold/target/max); Revenue multiplier: 0.8 at $760M, 1.0 at $800M, 1.1 at $820M | Wenjun Li: 14%/70%/143% | Company achieved non-GAAP EPS $4.16 and revenue $794M; payout 84.2% of target; Wenjun bonus $201,575 paid Mar 2023 |
| CY 2024 | Non-GAAP EPS and Revenue | Plan not adopted due to industry slowdown; no bonus program | — | — |
| CY 2025 | Non-GAAP EPS and Revenue | Minimum thresholds must be met; aggregate payout based on non-GAAP EPS and revenue | Wenjun Li: 16%/70%/154% | Results/payout not yet disclosed |
Equity incentives (RSUs and PSUs):
| Grant | Type | Shares (Target) | Performance Period | Vesting Schedule |
|---|---|---|---|---|
| Feb 2018 (special) | Market performance RSUs | Wenjun Li: 30,000 | Share price (20-day average) threshold-to-target and 2022 revenue; earned at 100% in Feb 2023 (Avg Price $45.237; 2022 revenue $794M) | Service vesting 4 equal installments from Jan 1, 2023; 25% vested Jan 1, 2024 |
| Mar 15, 2023 | Time-based RSUs | 10,000 | — | 25% annually over 4 years from grant date |
| Mar 15, 2023 | Performance-based RSUs | 11,808 | Jan 1–Dec 31, 2023; non-GAAP EPS ≥ $0.90 qualifier and revenue increase $660–$700M | Forfeited in Mar 2024 due to goal shortfalls |
| Mar 15, 2024 | Time-based RSUs | 10,000 | — | 25% annually over 4 years from grant date; 25% vested Mar 15, 2025 |
| Mar 15, 2024 | Performance-based RSUs | 10,000 | Jan 1–Dec 31, 2024; non-GAAP EPS and revenue; minimum thresholds required | 4-year service vesting from Mar 15, 2024 if earned |
| Mar 17, 2025 | Time-based RSUs | 10,000 | — | 25% annually over 4 years from grant date |
| Mar 17, 2025 | Performance-based RSUs | 10,000 | Jan 1–Dec 31, 2025; strategic initiative and revenue goals; post-grant 4-year service vesting |
Option exercises and vesting (FY 2024):
| Metric | FY 2024 |
|---|---|
| Options Exercised (# / $) | — / — |
| Shares Vested (# / $) | 17,298 / $416,497 |
Equity Ownership & Alignment
Beneficial ownership:
| Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Sep 15, 2023 | 11,245 | <1% |
| Sep 13, 2024 | 13,918 | <1% |
| Sep 12, 2025 | 26,540 | <1% |
Ownership vs. guidelines (value basis disclosed by company):
| As of | Share Ownership ($) | Guideline ($) | Guideline Framework |
|---|---|---|---|
| Jun 30, 2023 | $368,836 | $342,000 | Executive officers required to hold shares equal to 1x base salary; 5-year compliance period |
| Jun 30, 2024 | $869,376 | $342,000 | Same as above |
| Jun 30, 2025 | $681,016 | $342,000 | Same as above |
Policies and alignment:
- Anti-hedging and anti-pledging: Hedging prohibited; pledging/margin accounts prohibited without prior written approval; pre-clearance required; applies to all employees including NEOs .
- Clawback: Compensation recoupment policy effective Oct 2, 2023 under SEC/Nasdaq rules; applies to incentive compensation over prior 3 fiscal years in case of restatement .
- Stock ownership guidelines: CEO 3x salary; other executive officers 1x salary; 5-year compliance window; unvested RSUs/PSUs and unexercised options do not count .
Employment Terms
Retention agreement and severance (for Wenjun Li):
- Involuntary termination outside a change-in-control (CIC): 6 months base salary and 6 months health coverage; severance conditioned on non-compete and non-solicit compliance during the severance period .
- Involuntary termination within 12 months following a CIC: 6 months base salary, 50% of target bonus paid over 6 installments concurrent with salary, 6 months health coverage, and full acceleration of outstanding equity awards other than market performance RSUs; Section 280G cutback to maximize net after-tax benefits .
Potential payments upon termination (valued as of June 30, 2025):
| Scenario | Cash Severance ($) | Health Benefits ($) | Bonus ($) | Accelerated RSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without CIC | 171,000 | 18,858 | — | — | 189,858 |
| Termination in connection with CIC | 171,000 | 18,858 | 119,700 | 1,374,042 | 1,683,600 |
Intrinsic value of RSU acceleration if awards not assumed/replaced (change-in-control, point-in-time):
| As of | RSU Acceleration ($) |
|---|---|
| Jun 30, 2023 | $2,059,774 |
| Jun 30, 2024 | $2,040,253 |
| Jun 30, 2025 | $1,374,042 |
Other terms:
- No pension plan or nonqualified deferred compensation participation disclosed for NEOs; company does not provide pension benefits .
- Perquisites are minimal; headphones/fitness reimbursement; no tax gross-ups except certain perquisites for one NEO related to company vehicle; Wenjun received invention/presentation bonuses and small reimbursements .
Say-on-Pay & Shareholder Feedback
| Year of Vote | Approval % |
|---|---|
| 2022 | 98.5% |
| 2023 | 98.3% |
| 2024 | 97.8% |
Investment Implications
- Pay-for-performance sensitivity: Wenjun’s cash bonus and PSUs are tied to EPS and revenue, with full forfeiture for underperformance (2023 PSUs) and earned payouts for strong results (2022), indicating disciplined incentive governance that can constrain insider selling when targets are missed .
- Upcoming vesting supply: Time-based RSUs from Mar 2024 and Mar 2025 grants vest 25% annually from grant dates, creating predictable quarterly/annual vesting events; 2018 market PSUs also continue service vesting through Jan 1, 2026, potentially adding supply around anniversaries .
- CIC economics: Wenjun’s CIC termination value is driven predominantly by RSU acceleration ($1.374M at $25.66/share), with modest cash severance/bonus components; retention risk appears moderated by equity-heavy compensation and double-trigger protection, but unassumed awards would accelerate at transaction close, which can affect behavior around strategic events .
- Alignment and risk controls: Ownership value exceeds the 1x salary guideline across 2023–2025; anti-hedging/anti-pledging, clawback, and minimal perquisites reduce governance red flags, and strong say-on-pay support suggests low shareholder concern on compensation structures .
Overall, compensation tilt toward equity, strict performance gates, and robust policies point to reasonable alignment; watch vesting calendars for trading supply, monitor 2025 EPS/revenue outcomes for payout realization, and reassess CIC exposure given RSU acceleration valuations.