Walter Gough
SemiLEDsAbout Walter Michael Gough
Walter Michael Gough, 70, has served as an independent director of SemiLEDs since April 2016. He founded and leads Gough and Associates (financial consulting/CFO services) and previously taught Accounting and Business as a tenured professor at DeAnza College (1985–2019). He holds MBA and BA (cum laude) degrees from Santa Clara University and a Master’s in English from Notre Dame de Namur University, with prior roles in finance at NuTool, Invest In Yourself, Watkins-Johnson, and Kidder Peabody . The Board classifies him as independent under Nasdaq and SEC rules and identifies him as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gough and Associates | Leader (financial consulting/CFO work) | Since 2005 | Financial leadership and consulting for domestic/international companies |
| DeAnza College | Tenured faculty, Accounting & Business | 1985–2019 | Academic expertise in accounting/business |
| NuTool Inc. | CFO & Financial Consultant | 2000–2004 | Semiconductor equipment finance leadership |
| Invest In Yourself, LLC | Founding Member & CFO | 1995–1999 | Consulting for professional sports franchises |
| Watkins-Johnson Company | Financial Analyst & Contracts Manager | Prior to teaching | High-tech electronics finance/contracts |
| Kidder Peabody | Finance professional | Prior to W-J | Investment banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Mr. Gough in LEDS proxy |
Board Governance
- Independence: Board determined Gough is independent under Nasdaq and SEC rules; independence review found no relationships that impair independence .
- Committee assignments: Audit Committee member; designated audit committee financial expert .
- Attendance: All directors except Dr. Yu (joined July 3, 2024) attended at least 75% of Board and committee meetings in fiscal 2024; Board held five meetings .
- Controlled company: LEDS is a Nasdaq “Controlled Company” via a voting agreement among Simplot Taiwan Inc. and CEO Trung Doan; exemptions claimed for majority independent board and fully independent compensation/nomination committees .
- Leadership structure: CEO serves as Chair; no Lead Independent Director; independent director executive sessions held at end of every Board meeting in FY 2024 .
| Committee | Members | Chair | Meetings FY2024 |
|---|---|---|---|
| Audit | Dr. Hsieh; Walter M. Gough; Dr. Yu | Dr. Hsieh | 4 |
| Compensation | Scott R. Simplot | Scott R. Simplot | 3 |
| Nominating & Corporate Governance | Scott R. Simplot | Scott R. Simplot | 3 |
| 2025 Director Election Vote (Aug 28, 2025) | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Walter Michael Gough | 4,825,168 | 11,629 | 771,703 |
Fixed Compensation
| Component | Structure | Amount / Detail | Vesting / Conditions |
|---|---|---|---|
| Annual cash retainer | None for Board/committee service | $0 | — |
| Meeting fees | None for general Board meetings | $0 | — |
| Annual equity grant | 5,000 RSUs shortly after annual meeting each year | Grant date fair value (FY2024): $23,850 for Gough | Fully vest on earlier of next annual meeting or 1-year anniversary; accelerated vesting on change-of-control |
| Expenses | Reimbursement of travel/lodging/other for meetings | As incurred | — |
| Attendance requirement | Must attend ≥75% of meetings for renomination | Policy requirement | — |
Performance Compensation
| Performance Metric | Tied to Director Pay? | Details |
|---|---|---|
| None disclosed for directors | No | Director pay is equity RSUs with time-based vesting; no cash bonus, options, or performance metrics disclosed for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Gough |
| Potential interlocks | Company is controlled via Voting Agreement including Simplot affiliates and CEO; Gough not listed as party to Voting Agreement |
| Committee roles at other public companies | None disclosed for Gough |
Expertise & Qualifications
- Identified as “audit committee financial expert” alongside Dr. Hsieh and Dr. Yu .
- Deep accounting and finance background; CFO roles; academic tenure in accounting/business; consulting with US and Taiwan technology companies .
- Advanced degrees: MBA and BA (cum laude) from Santa Clara University; Master’s in English from Notre Dame de Namur University .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Walter Michael Gough | 32,318 | <1% (asterisked by company) | Shares outstanding: 8,222,403 as of July 2, 2025 |
| Director stock ownership guideline | Expected to own/hold shares until retirement from Board | — | — |
| Hedging/Pledging | Hedging and derivative transactions prohibited; company recommends not margin or pledge company securities | — | Insider Trading Policy filed as Exhibit to 10-K |
Governance Assessment
-
Strengths:
- Independent status and Audit Committee membership with “financial expert” designation bolster oversight quality .
- Equity-only director compensation (no cash retainers/meeting fees) encourages alignment; annual 5,000 RSU grants with change-of-control acceleration increase at-risk equity exposure .
- Attendance policy (≥75%) and disclosure of executive sessions for independent directors indicate engagement and board hygiene .
- Shareholder voting support for Gough was high in 2025, with minimal withhold votes (11,629) .
-
Watch items / potential red flags:
- Controlled company exemptions mean the Board may not have a majority of independent directors and committees may include non-independent members; no Lead Independent Director .
- Significant related-party financing with CEO and Simplot affiliates (loan amendments, share issuances for repayment) reflect structural governance risks, though no specific conflicts were disclosed involving Gough and independence determinations found no impairments for him .
- Insider Trading Policy recommends, rather than categorically prohibits, pledging/margining, which is weaker than strict no-pledging regimes; however hedging is prohibited .
No related-party transactions involving Walter Gough were disclosed in the proxy’s “Certain Relationships and Related Party Transactions” section, and the Board’s independence review concluded no relationships impair his independence .