Yifan Liang
ALPHA & OMEGA SEMICONDUCTORAbout Yifan Liang
Yifan Liang is Chief Financial Officer and Corporate Secretary of Alpha and Omega Semiconductor (AOSL), serving as CFO since August 2014 and Corporate Secretary since November 2013; he is 61 years old as of August/September 2025 and has been with AOSL since 2004 . He previously served as Interim CFO (Nov 2013–Aug 2014), Chief Accounting Officer (Oct 2006–Nov 2013), Assistant Corporate Secretary (Nov 2009–Nov 2013), and Corporate Controller (Aug 2004), after various roles at PwC (1995–2004), including Audit Manager in San Jose; he holds a B.S. in Management Information Systems from the People’s University of China and an M.A. in Finance and Accounting from the University of Alabama . Executive incentives are tied to non-GAAP EPS and revenue (2025 plan), and the company’s pay-versus-performance disclosures reference revenue and TSR with the Philadelphia Semiconductor Index as peer group context . He provides SOX certifications on AOSL’s 10-K and 10-Q filings as principal financial officer, underscoring his role in internal controls and financial reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha and Omega Semiconductor | Corporate Controller | Aug 2004– | Led corporate finance functions, supporting SEC reporting and internal controls later evidenced by officer certifications |
| Alpha and Omega Semiconductor | Chief Accounting Officer | Oct 2006–Nov 2013 | Built accounting infrastructure and controls during growth phase |
| Alpha and Omega Semiconductor | Assistant Corporate Secretary | Nov 2009–Nov 2013 | Supported corporate governance and disclosure processes |
| Alpha and Omega Semiconductor | Interim CFO | Nov 2013–Aug 2014 | Transitioned leadership of finance; maintained reporting integrity |
| Alpha and Omega Semiconductor | CFO and Corporate Secretary | Aug 2014–present | Principal financial officer responsible for filings and controls; SOX certifications |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Various roles, incl. Audit Manager (San Jose) | 1995–2004 | External audit and accounting experience foundational to CFO role |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 383,573 | 370,000 | 370,000; raised to $381,100 effective July 1, 2025 |
| Target Bonus (%) | Not disclosed | No plan adopted | 70% of base (2025 Incentive Plan) |
| Actual Bonus Paid ($) | 218,078 | — (no plan) | — (no plan) |
| All Other Compensation ($) | 3,050 | 632 | 3,289 |
| Total Compensation ($) | 1,596,106 | 1,124,882 | 1,615,739 |
Performance Compensation
Calendar 2025 Cash Incentive Plan (approved Feb 28, 2025)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Non-GAAP EPS | Not disclosed | Range-based, threshold required | Not disclosed | Minimum 16%, Target 70%, Maximum 154% of base salary (Yifan Liang) | Annual cash, based on CY2025 results |
| Revenue | Not disclosed | Range-based, threshold required | Not disclosed | Minimum 16%, Target 70%, Maximum 154% of base salary (Yifan Liang) | Annual cash, based on CY2025 results |
FY 2025 Equity Awards (Grants of Plan-Based Awards)
| Award Type | Grant Date | Approval Date | Target Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Performance-based RSUs (PSUs) | Mar 17, 2025 | Feb 28, 2025 | 22,500 | 621,225 | Earned based on Jan 1–Dec 31, 2025 performance; units earned vest in 4 equal annual installments from Mar 17, 2025; subject to change-in-control acceleration |
| Time-based RSUs | Mar 17, 2025 | Feb 28, 2025 | 22,500 | 621,225 | Vest in 4 equal annual installments from Mar 17, 2025; subject to change-in-control acceleration |
Notes:
- Liang’s FY 2025 stock awards total $1,242,450, matching the sum of the two RSU grants’ fair values .
- No stock options were disclosed for Liang in FY 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Sep 12, 2025) | 169,325 shares; less than 1% of 30,043,040 outstanding |
| Ownership value vs guideline (as of Jun 30, 2025 @ $25.66) | Ownership value: $4,344,873; Guideline: $370,000 (1x base salary for non-CEO NEOs); status: exceeds guideline |
| Insider trading plan | Rule 10b5-1 plan adopted Aug 21, 2025; end date May 22, 2026; aggregate 35,142 shares to be sold |
| Hedging/pledging | Company policy prohibits hedging and pledging without prior written approval; margin accounts/pledging prohibited for employees |
| Clawback | Compensation Recoupment Policy effective Oct 2, 2023 applicable to cash and equity incentive compensation upon restatement per SEC/NASDAQ rules |
Employment Terms
| Scenario | Cash Severance | Health Benefits | Bonus | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason (no change-in-control) | $185,000 | $15,225 | — | — | $200,225 |
| Termination without Cause / Resignation for Good Reason in connection with Change-in-Control (awards assumed/continued) | $185,000 | $15,225 | $129,500 (50% of target bonus; target = 70% of base) | $3,150,054 (accelerated RSU value @ $25.66) | $3,479,779 |
Additional terms:
- Footnote clarifies cash severance equals continued base salary for specified period; no target bonus payable for FY 2025 absent CoC .
- Market PSUs accelerate only on termination without cause; equity acceleration is double-trigger in CoC scenario .
Governance, Peer Benchmarking, and Say-on-Pay
- Compensation Committee retained Compensia; peer group used primarily for CEO/CFO included Ambarella, Cohu, Diodes, FormFactor, Ichor, Impinj, Indie Semiconductor, Lattice, MACOM, MaxLinear, Penguin Solutions, Power Integrations, Semtech, Synaptics, Wolfspeed; committee considered market positioning and costs to align compensation but relied on judgment; target percentile not disclosed .
- 2024 say-on-pay approval was approximately 97.8%; committee made no material changes to FY 2025 NEO compensation philosophy following strong support .
- Executive compensation practices include independent committee, clawback, anti-hedging/anti-pledging, multi-year vesting, ownership guidelines, capped payouts, and pre-set grant dates; CEO has post-vesting holding requirement beginning Aug 7, 2025 (not applicable to CFO) .
Investment Implications
- Alignment and retention: Liang’s pay is predominantly equity-based with four-year vesting of RSUs/PSUs granted in March 2025, supporting retention and long-term alignment; he materially exceeds stock ownership guidelines, reducing misalignment risk .
- Insider selling overhang: A Rule 10b5-1 plan schedules up to 35,142 shares for sale through May 22, 2026, creating potential near-term supply; monitor Form 4 filings for execution pace and incremental plans .
- Change-in-control economics: Double-trigger equity acceleration plus modest cash and bonus components total ~$3.48 million, suggesting manageable parachute exposure; cash severance outside CoC is limited ($200k), reducing adverse retention optics .
- Pay-for-performance: 2025 cash incentive ties payouts to non-GAAP EPS and revenue with a wide payout range (16%–154% of base), incentivizing revenue scale and earnings; strong 2024 say-on-pay support (97.8%) indicates shareholder acceptance of program design .
- Risk controls: Anti-hedging/anti-pledging and clawback policies are in place; minimal perquisites and no disclosed tax gross-ups for Liang mitigate governance red flags .