Trung Doan
SemiLEDsAbout Trung Doan
Trung T. Doan, 66, is Chairman, President and Chief Executive Officer of SemiLEDs (LEDS). He has served as a director, Chairman and CEO since January 2005, and as President since August 2012. He holds a B.S. in Nuclear Engineering (with honors) and an M.S. in Chemical Engineering from UC Santa Barbara. Prior roles include Corporate VP at Applied Materials’ AGS group, CEO of Jusung Engineering (Korea), and VP of Process Development at Micron Technology .
Pay-versus-performance disclosures show CEO compensation “actually paid” of $243,000 for FY2022–FY2024 (flat), while a hypothetical $100 investment in LEDS declined to $73.98 (FY2022), $33.33 (FY2023) and $22.41 (FY2024). Reported net income was losses of $(2,726)k, $(2,690)k and $(2,036)k, respectively . The Board’s nominees include the CEO-Chair plus three independent directors; SemiLEDs treats itself as a “controlled company” under Nasdaq rules and relies on the independence exemption for its Compensation Committee, which can present governance considerations with the CEO also serving as Chair .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SemiLEDs (LEDS) | Chairman & CEO; President since 2012 | CEO/Chair since Jan 2005; President since Aug 2012 | Long-tenured founder-operator leadership; dual role (CEO + Chair) |
| Applied Materials (AGS Product Group) | Corporate Vice President | — | Led services/product group in leading semi equipment vendor |
| Jusung Engineering (Korea) | President & CEO | — | Ran semiconductor/LCD equipment company in Asia |
| Micron Technology | VP of Process Development | — | Senior process leadership at major memory manufacturer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advanced Energy Industries (public) | Director (prior) | — | Power conversion/control systems oversight experience |
| EMCO (public) | Director (prior) | — | Governance at flow control devices manufacturer |
| Nu Tool Inc. (private) | Director (prior) | — | Semiconductor technology exposure |
| Dolsoft Corporation (private) | Director (prior) | — | Software sector perspective |
Board service and governance: Doan is a director and Chair of the LEDS Board. The Board includes three independent directors; all Audit Committee members are independent and deemed “financial experts.” As a controlled company, LEDS relies on Nasdaq exemptions for its Compensation Committee, which may attenuate independence checks on CEO pay. The director policy expects at least 75% meeting attendance and encourages directors to hold shares through retirement .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 243,000 | 243,000 | 243,000 |
| Target/Actual Cash Bonus ($) | — (none disclosed) | — (none disclosed) | — (none disclosed) |
| Perquisites/Other ($) | — (none disclosed) | — (none disclosed) | — (none disclosed) |
Notes: As a smaller reporting company, LEDS’ proxy shows no bonus or perquisites for the CEO over FY2022–FY2024 .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive (cash) | Not specified | N/A | N/A | No bonus paid FY2022–FY2024 | N/A |
| Equity LTI (RSUs/PSUs) | Not granted to CEO | N/A | N/A | $0 stock awards FY2022–FY2024 | N/A |
| Stock options | Company states options are not part of equity program | — | — | No option awards; policy disfavors timing around MNPI | — |
Supporting details:
- Summary Compensation Table reports $0 for stock awards and option awards for Doan in FY2022–FY2024 .
- Company policy: “We do not grant stock options or similar awards as part of our equity compensation programs” and restricts any option grants around MNPI windows; restrictions do not apply to RSUs, but the CEO had none in the period .
Pay versus Performance context:
- Compensation “actually paid” to PEO (Doan) equals $243,000 in FY2022–FY2024; Average NEO comp reflects RSUs for the CFO. TSR proxy metric fell from $73.98 to $22.41 for a $100 initial investment across FY2022–FY2024; net losses persisted .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % Outstanding | Direct/Trust Detail | Notes |
|---|---|---|---|---|
| July 2, 2024 | 3,752,344 | 52.1% | Includes 1,148,858 shares held directly by Doan and 127,141 by The Trung Doan 2010 GRAT; remainder attributable via Voting Agreement with Simplot/JRS group | Shares outstanding basis: 7,196,299 |
| July 2, 2025 | 4,716,188 | 57.4% | Includes 1,389,821 shares held directly by Doan and 127,141 by The Trung Doan 2010 GRAT; aggregate with Simplot/JRS under Voting Agreement | Shares outstanding basis: 8,222,403 |
- Voting Agreement: Doan (and his 2010 GRAT) and Simplot/JRS entered a Voting Agreement effective June 3, 2024, jointly controlling ~52% of voting power as of July 2, 2024 and ~57% as of July 2, 2025 .
- Insider trading policy: Hedging/derivative transactions are not permitted; margin/pledging is discouraged (recommended not to pledge) rather than explicitly prohibited. Rule 10b5‑1 trading plans are permitted subject to MNPI restrictions .
- Equity overhang/plan: As of Aug 31, 2024, 49k securities to be issued upon exercise/vesting; 544k shares remained available under plans; weighted-average exercise price $2.07 (RSUs have no strike) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Originally entered in 2005 |
| Severance (no cause or constructive termination) | 6 months of then-current base salary plus 6 months of current medical insurance coverage |
| Cause (summary) | Felony/moral turpitude; repeated failure to perform; material breach of IP/policies/contract; misappropriation/corporate opportunity; notice and 30-day cure |
| Constructive Termination (summary) | Significant reduction in duties; substantial reduction of facilities/perquisites; base salary cut (except broad-based); material reduction in benefits (except broad-based) |
| Change-in-Control (CIC) | No executive CIC multiple disclosed for Doan; non-employee directors’ RSUs fully vest on a CIC |
| Pension/Deferred Comp | No defined benefit pension; no nonqualified deferred compensation plans maintained |
Related-party financing (governance/overhang considerations):
- Secured Loan with CEO: $1.7M at 8% (second lien on HQ), initially dated Jan 8, 2019; extended multiple times, most recently to Jan 15, 2025 .
- Share Settlement to CEO: On Feb 9, 2024, the company prepaid $800,000 principal by issuing 629,921 shares at $1.27/share to Doan under a loan amendment allowing up to $800k repayment in stock .
- Parallel Simplot loan amended to allow up to $400k interest/principal repayment in stock; 305,343 shares issued at $1.31/share on Jan 7, 2024 to repay $400k accrued interest to Simplot Taiwan Inc. .
Board Governance (roles, committees, independence)
- Board composition and nominees include CEO-Chair (Doan), Scott R. Simplot, and three independent directors (Walter M. Gough, Dr. E.K.H. Hsieh, Dr. Chris C. Yu) .
- Audit Committee: All members independent; Hsieh, Gough and Yu meet “audit committee financial expert” requirements .
- Compensation Committee: Company relies on “controlled company” exemption; Compensation Committee oversees salary, incentive, equity, employment and severance arrangements .
- Director compensation (non-employee): No cash retainers/meeting fees; annual grant of 5,000 RSUs vesting by next annual meeting or 1-year; FY2024 non-employee director RSU grant-date fair value $23,850 for Hsieh and Gough; Simplot waived compensation .
- Attendance/ownership expectations: Directors must attend ≥75% of meetings for renomination; expected to hold shares until retirement .
Compensation Structure Analysis
- Mix and trend: Doan’s pay is entirely fixed cash salary ($243k) with no annual bonus or long-term equity over FY2022–FY2024; no options are used in the program .
- Performance linkage: Pay-versus-performance shows no equity-driven variability for the CEO while TSR declined and net income remained negative over FY2022–FY2024 .
- Governance overlays: Controlled-company status with CEO as Chair and a voting group controlling >50% may reduce external pressure to adopt more performance-conditioned pay; Audit Committee independence is a mitigating factor .
- Clawbacks/hedging/pledging: Hedging prohibited; pledging is discouraged (not banned), which can be a residual risk if leveraged positions are taken .
Investment Implications
- Alignment via ownership vs pay design: Doan’s large beneficial stake (52.1% in 2024; 57.4% in 2025 due to Voting Agreement aggregation) strongly aligns economic outcomes but concentrates control. The absence of variable pay or equity grants to the CEO reduces direct pay-for-performance sensitivity, shifting alignment primarily to ownership and stock price outcomes .
- Potential overhang/conflicts: The CEO loan (8%, secured) and stock-for-debt repayments (629,921 shares to Doan in Feb 2024) are related-party transactions that can raise governance and dilution concerns; similar stock issuance occurred to Simplot for interest. Monitoring future share issuances/loan amendments is advisable .
- Selling pressure/vesting: CEO has no outstanding options or RSUs disclosed, limiting mechanical sell pressure from vesting; non-employee director RSUs vest by the next annual meeting, but volumes are modest (5,000 units each) .
- Execution risk: Pay-versus-performance shows continued losses alongside a steep TSR decline in the period while CEO pay remains flat; with governance concentrated (controlled company; CEO-Chair), catalysts for compensation redesign may be limited absent strategic/financial inflection .
Overall: For trading and governance risk assessment, prioritize monitoring (1) any further equity issuances tied to related-party debt, (2) changes to the Voting Agreement or beneficial ownership blocks, and (3) whether the Compensation Committee introduces performance-based pay elements for the CEO as profitability or scale ambitions evolve .