Alpha and Omega Semiconductor Limited filed SEC Form 8-K: Leadership Update
$AOSL
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2025
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(Exact name of registrant as specified in its charter)
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(Address of principal registered offices)
(408 ) 830-9742
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 3, 2025, Dr. Mike F. Chang resigned his position as Executive Chairman of Alpha & Omega Semiconductor Limited (the “Company”) effective immediately, and Dr. Chang will continue to serve as a director and Chairman of the Board. Also on March 3, 2025, the Board of Directors of the Company (the “Board”) appointed Dr. Chang as Executive Vice President of Strategic Initiative effectively immediately.
In connection with the role change described above, and effective as of March 3, 2025, the Compensation Committee of the Board approved a modification to Dr. Chang’s compensation arrangement. Under the new compensation arrangement, Dr. Chang’s base salary will be reduced to $425,000 per year, and his target annual cash bonus will be reduced to 70% of his base salary. In addition, Dr. Chang was granted, effective as of March 17, 2025, an award of 22,500 time-vesting restricted share units (RSUs) and 22,500 performance-vesting RSUs under the Company’s 2018 Omnibus Incentive Plan, as amended.
Executive Bonus Plan
On February 28, 2025, the Compensation Committee approved an incentive cash bonus plan (the “Plan”) for the calendar year 2025, pursuant to which named executive officers of the Company will receive an incentive award based on the level of attainment of specified Company performance goals. The aggregate amount of the award will be determined based on the level of attainment of a range of non-GAAP earnings per share and revenue for the year. A specified minimum amount of each of the non-GAAP earnings per share and revenue goals must be achieved before payment of an award under the Plan. The actual aggregate amount of the award earned by an executive officer for the calendar year will range from $0 to the maximum amount established for that officer depending on the level of attainment of the performance goals. Assuming the minimum performance goals as described above have been achieved, the minimum, target and maximum bonus payable to each executive officer of the Company (as a percentage of base salary) are as follows:
| Name | Title | Minimum Bonus | Target Bonus | Maximum Bonus | ||||||||||
| Stephen Chang | Chief Executive Officer | 23% | 100% | 220% | ||||||||||
| Yifan Liang | Chief Financial Officer and Corporate Secretary | 16% | 70% | 154% | ||||||||||
| Bing Xue | Executive Vice President of Worldwide Sales and Business Development | 16% | 70% | 154% | ||||||||||
| Wenjun Li | Chief Operating Officer | 16% | 70% | 154% | ||||||||||
| Mike Chang | Executive Vice President of Strategic Initiative | 16% | 70% | 154% | ||||||||||
The description of the Plan above is only a summary and qualified in its entirety by the Plan, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2025 to be filed with the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 4, 2025
| Alpha and Omega Semiconductor Limited | ||||||||
| By: | /s/ Yifan Liang | |||||||
| Name: | Yifan Liang | |||||||
| Title: | Chief Financial Officer and Corporate Secretary | |||||||