DEF 14A of Applied Optoelectronics, Inc.
Filed Apr 24, 2026 · FY20250001104659-26-048559
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF CHE-WEI LIN AND ROBERT FLANAGAN AS CLASS I DIRECTORS. | |
ELECTION OF DIRECTORS
We have a classified Board consisting of two Class I directors, two Class II directors and three Class III directors. At each annual meeting of stockholders, directors are elected for a term of three years to succeed those directors whose terms expire at such annual meeting date. There are no arrangements or understandings between any director and any other person pursuant to which he or she is or was to be selected as a director of the Company. The term of the Class I directors, Che-Wei Lin and Dr. Elizabeth Loboa, will expire at the upcoming Annual Meeting. Accordingly, two persons are to be elected to serve as Class I directors of the Board at the Annual Meeting. The Board’s nominees for election by the stockholders to those two positions are current Class I member of the Board, Che-Wei Lin and new nominee, Robert Flanagan. After many years of dedicated service, Dr. Loboa will not stand for re-election and will be retiring from the Board at the conclusion of her current term. The Board thanks Dr. Loboa for her contributions and distinguished service. If elected, each nominee will serve for a term expiring at our annual meeting of stockholders in 2029 and hold office until their respective successors are duly elected and qualified. If any of the director nominees declines to serve or becomes unavailable for any reason (although we know of no reason to anticipate that this will occur), or if a vacancy occurs before the election, the proxies may be voted for such substitute nominees as we may designate. The proxies cannot vote for more than two persons. We believe that each of our directors has demonstrated business acumen, ethical integrity, and an ability to exercise sound judgment as well as a commitment of service to us and our Board.
Director Nominees
Director Nominees
Director Nominees
| | | | Che-Wei Lin Director Independent | Robert (Bob) Flanagan Director Nominee Independent | | Age: 62 | Age: 57 | | Director Since: 2014 | | | Committees: Compensation | |
Board Characteristics
Board Characteristics
Board Characteristics
| INDEPENDENCE | TENURE | AGE | GENDER | | | | | |
Board Characteristics
| | » 7 « | 2026 Proxy Statement |
Current Director Not Standing for Re-Election
Current Director Not Standing for Re-Election
Current Director Not Standing for Re-Election
| Elizabeth Loboa Director | Elizabeth Loboa, Ph.D. has served as the Provost and Vice President for Academic Affairs at Southern Methodist University since 2020. From 2018 to 2020, Dr. Loboa served the University of Missouri System and the University of Missouri as Vice Chancellor for Strategic Partnerships, Dean and Ketcham Professor of the College of Engineering, University of Missouri System Review Committee for Excellence in Research and Creative Works, Council of Leaders, MU Engagement Council, Translational Precision Medicine Complex (TPMC, now called Roy Blunt NextGen Precision Health building) Academic and Research Programming Group, University of Missouri System Taskforce for Innovation, and served on the Board of Directors for the Missouri Innovation Center. She also held various leadership and service roles related to her profession. In 2018, she served as Coordinator of the Precision Medicine Summit for the University of Missouri System. In 2017, she served as Co-Chair of the University of Missouri Chancellor Search Committee. During her time as dean at University of Missouri, Dr. Loboa also served as adjunct professor in the Department of Biomedical Engineering at University of North Carolina-Chapel Hill and North Carolina State University. From 2003 to 2015, she served as Director of the Cell Mechanics Laboratory, Joint Department of Biomedical Engineering at University of North Carolina-Chapel Hill and North Carolina State University. From 2014 to 2015, she served as adjunct professor in the Departments of Biotechnology, Physiology and Fiber and Polymer Science at North Carolina State University and in the Department of Orthopedics and Curriculum in Oral Biology at University of North Carolina-Chapel Hill. From 2014 to 2015, she served as Professor of the Joint Department of Biomedical Engineering at University of North Carolina-Chapel Hill and North Carolina State University and the Department of Materials Science and Engineering at North Carolina State University. She also served as Associate Chair of the Joint Department of Biomedical Engineering at University of North Carolina-Chapel Hill and North Carolina State University from 2013 to 2015. Education Dr. Loboa received a B.S. in Mechanical Engineering from the University of California, Davis, an M.S.E in Biomechanical Engineering from Stanford University, and a Ph.D. in Mechanical Engineering from Stanford University. | | | Dr. Loboa is not standing for re-election. |
Nominees for Election to a Three Year Term Expiring at the 2029 Annual Meeting of Stockholders
Nominees for Election to a Three Year Term Expiring at the 2029 Annual Meeting of Stockholders
Nominees for Election to a Three Year Term Expiring at the 2029 Annual Meeting of Stockholders
| Che-Wei Lin Director | Che-Wei Lin has served as a director on our Board since January 2014, and previously served as a director on our Board from December 2006 to October 2009. Since November 2007, Mr. Lin has served as the President of ASMedia Technology Inc., a chipset manufacturer. Since November 2009, Mr. Lin has also served as the Corporate Vice President of the Motherboard Business Unit of the Open Platform Business Group of ASUSTek Computer Inc., a computer hardware and electronics company. Mr. Lin was employed at VIA Technologies, Inc., a manufacturer of integrated circuits and motherboard chipsets, from 1993 to 2007 in various positions, including President of the Desktop Platform Business Unit, Vice President of the System Platform Division and Vice President of OEM and Chipset Product Marketing. Education Mr. Lin received a B.S. in Electrical Engineering from Fu Jen University in Taiwan and a M.S. in Electrical Engineering from the University of Missouri. | | | The Board believes that Mr. Lin is qualified to serve as a director based on his business and financial management and leadership experience and his years of service on our Board. |
Nominees for Election to a Three Year Term Expiring at the 2029 Annual Meeting of Stockholders
| | » 8 « | 2026 Proxy Statement |
Nominees for Election to a Three Year Term Expiring at the 2029 Annual Meeting of Stockholders
| Robert Flanagan Director Nominee | Robert Flanagan has been nominated as a candidate to be elected to serve on our Board of Directors at the 2026 Annual Meeting of Stockholders. Mr. Flanagan was recommended to the Nominating and Governance Committee by an executive officer. Mr. Flanagan is currently retired, following a thirty-three year career in the investment banking industry. He most recently served as a Managing Director, Technology Investment Banking at Raymond James & Associates from August 2011 to February 2025. From May 2007 to August 2011, Mr. Flanagan served as Managing Director at CIBC World Markets Corp. and Oppenheimer & Co., Inc. (following its separation from CIBC World Markets Corp.). From January 2004 to May 2007, Mr. Flanagan served as a Managing Director at Cowen & Company. From February 2000 to December 2003, Mr. Flanagan held various positions at Thomas Weisel Partners, LLC, the last of which was Partner. From July 1990 to June 1993 and from July 1995 to February 2000, Mr. Flanagan held various positions at Citigroup Global Markets and certain predecessor firms. Education Mr. Flanagan received a BA in Economics and Business from the University of California, Los Angeles, and an MBA from the Stanford Graduate School of Business. | | | The Board believes Mr. Flanagan is qualified to serve as a director based on his leadership experience, his strong financial and strategic background, and his deep knowledge of the business of optical networking and semiconductor companies. |
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
| Chih-Hsiang (Thompson) Lin Founder, President and Chief Executive Officer, and Chair of the Board | Chih-Hsiang (Thompson) Lin, Ph.D., founded Applied Optoelectronics, Inc. in February 1997 and has served as President and Chief Executive Officer since our inception. He currently serves as the Chairman of our Board, a position he has held since January 2014. He also previously served as Chairman of our Board from May 2000 through September 2002, and again from June 2008 through October 2009. Since May 2015, Dr. Lin has served on the University of Missouri’s Chancellor’s Advisory Group and since November 2016 he has served as a chair on the University of Missouri’s Industrial Advisory Board for the College of Engineering. Dr. Lin also served as a research associate professor from 1998 to 2000 and as a senior research scientist from 1994 to 1998 at the University of Houston. Education Dr. Lin received a B.S. in Nuclear Engineering from National Tsing Hua University in Taiwan and a M.S. and Ph.D. in Electrical and Computer Engineering from University of Missouri — Columbia. | | | The Board believes that Dr. Lin is qualified to serve as a director based on his extensive background in business management, technological expertise, his role as founder, President and Chief Executive Officer and his deep knowledge in our industry from years of service on our Board. |
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
| | » 9 « | 2026 Proxy Statement |
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
| Richard B. Black Director | Richard B. Black has served as the Chairman and Chief Executive Officer of ECRM, Incorporated, a worldwide supplier of laser-based imaging equipment, from 1983 until the company was acquired by Eastman KODAK Corp. in 2021. From 2014 to 2017, he also served as President and Chief Executive Officer and a director of CRON-ECRM LLC, a worldwide supplier of laser-based imaging equipment. Beginning in 1989, Mr. Black was a director of Oak Technology, Inc., a manufacturer of semi-conductors for optical storage and laser printers, and then became President in 1998 and vice chairman of the board of directors in 1999 until its merger with Zoran, Inc. in 2003. Mr. Black previously served as President and CEO of AM International from 1980 to 1982. He served as a Division President of Maremont Corporation, a manufacturer of auto parts and textile machinery, from 1967 to 1972, then as Maremont’s Executive Vice President and then President and CEO from 1972 to 1979. When Maremont was acquired by Alusuisse in 1979, he served as President and CEO of Alusuisse of America until 1981. He served as a director and chairman of the audit committee of GSI Group, a manufacturer of lasers, laser systems, semi-conductor equipment, from 1998 to 2012, and was its chairman of its board of directors from 2006 to 2012. Mr. Black served as a director and Chairman of the audit committee of Alliance Fiber Optics Products, Inc. (Nasdaq: AFOP) from 2002 until its acquisition by Corning in 2016. He serves as a director of TREX Enterprises, Inc., a defense technology company, a position he has held since 2000, and serves as director and Chairman of the Board of Directors of Hamillroad Software Ltd., a supplier of imaging software to the printing and packaging industries since January 2023. Mr. Black has served as trustee of the Institute for Advanced Study at Princeton since 1990, and became its Vice Chairman in 2006, and Trustee Emeritus since 2012. He has served as a trustee of the American Indian College Fund, Beloit College, and Bard College. At the University of Chicago, he serves on the Board of Governors of the University’s Smart Museum of Art and previously served on the Dean’s Council of the Physical Sciences Division. Education Mr. Black received a B.S. in Engineering from Texas A&M University, an MBA from Harvard University, and an honorary Ph.D. from Beloit College. | | | The Board believes that Mr. Black is qualified to serve as a director based on his extensive business and financial management and leadership experience, and his service on other private company and publicly held company’s boards of directors as both a chief executive officer and chairman of the audit committee. He brings to the Board expertise in the fields of general management, accounting, and internal controls. |
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
| Min-Chu (Mike) Chen Director | Min-Chu (Mike) Chen, Ph.D. has been a partner and member of the board of directors of EverRich Capital Inc., a financial consulting company, since 2001. Since May 2010, he has served as executive director of C&C International Services, Inc., a petrochemical equipment services and marketing company. Dr. Chen is the co-founder and has served as executive director of EABO Information Technology (Shanghai), Co. Ltd., an IIoT technology platform company, since 2018. Dr. Chen is the co-founder and has served as a director of KidTech, Inc., a Houston based personalized healthcare solution provider for children, since May 2023. From March 1994 to June 2022, Dr. Chen served as a board member of PCTEL, Inc. (Nasdaq: PCTI). From September 2008 to April 2010, Dr. Chen served as the Chief Executive Officer of SilverPAC, Inc., a consumer electronics business. From 2011 to 2018, he served as the Asia Pacific Director for U.S. Flow Control Group Pte. Ltd., a petroleum equipment manufacturer and services company. From 2016 to 2023, he served as Vice Chairman of the board of directors of Shandong SicerKline Advanced Material Co., Ltd., a surface-etched silicon carbide and alumina mini-whisker manufacturing plant for ceramic applications. Dr. Chen was previously employed by Exxon as a Senior Research Engineer in the Drilling and Completion Division and as a Senior Engineer at Transocean. Education Dr. Chen received a Ph.D. in Ocean Engineering from Oregon State University and B.S. in Naval Architecture from National Ocean University. | | | The Board believes that Dr. Chen is qualified to serve as a director based on his business management experience, his service on other private company boards of directors and his prior service on the board of a publicly held company. |
Directors Continuing in Office until the 2028 Annual Meeting of Stockholders
| | » 10 « | 2026 Proxy Statement |
Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
| William H. Yeh Director | William H. Yeh has served as the Chief Executive Officer and President of Golden Star Management, Inc., a real estate investment and management company, since 1997. In addition, since 2005, he has served as President of Pearlyeh Investments Inc., a real estate development and investment company. Since 2014, he has served as President of Stonemetal Capital, LLC, an equity financial company and as President of Pearl Yeh Charitable Foundation LLC, a charitable foundation focused on cultural exchange and education programs. He served as the Vice Chairman of Central Bancorp, Inc. (the holding company of United Central Bank, now Hanmi Bank) from 1997 to 2014. He served as an Advisor of Hanmi Bank for the Texas region from 2014 to 2019. Education Mr. Yeh received a B.S. from National Cheng Kung University in Taiwan and a M.S. from University of Houston — Clear Lake. | | | The Board believes that Mr. Yeh is qualified to serve as a director based on his business and financial management and leadership experience, as well as his extensive knowledge of the Company and our industry from his years of service on our Board. |
Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
| Cynthia (Cindy) DeLaney Director | Cynthia (Cindy) DeLaney has served as the Global Fuel Oil commodity trading manager for Shell Trading since January 2014. In this role, she manages Shell’s Global Fuel Oil Trading activities with primary trading offices in Singapore, Rotterdam, and Houston, covering Asia, Europe, and the Americas, and other offices in cities such as Calgary, Dubai, and Moscow. For the nine years prior, from 2005 to 2013, she managed the Americas Fuel Oil Trading team. Before her position as the Americas Trading Manager, Ms. DeLaney was a trader in fuel oil, VGO, gasoline and gasoline components from 1999 to 2005. She has over 25 years’ experience as a trader and in technical aspects of the petrochemical/ refining industry. In her role as the Global Trading Manager of Fuel Oil, Ms. DeLaney has increased the profitability of Shell’s global fuel oil trading business which grew steadily over her tenure. Since October 2016, Ms. DeLaney has served as a director and Vice President of Shell Trading US Company (STUSCo). She is also a member of the Executive group of the Houston Chapter of the Women’s Energy Network (WEN) which works to promote and develop women’s careers in Energy and STEM fields. Ms. DeLaney started her working career in 1991 as an Electrical Engineer at Arco Chemical Company (now Lyondell) in Houston. She moved from technical to commercial activities at Arco, eventually trading MTBE and gasoline components from Arco’s Newtown Square, Pennsylvania headquarters. In 1998, she moved to Koch Industries, in Houston, to trade MTBE before being hired in 1999 by Shell to trade gasoline, and then Fuel Oil and VGO. Education Ms. DeLaney received a B.S. in Electrical Engineering from Louisiana State University. | | | The Board believes Ms. DeLaney is qualified to serve as a director based on her leadership experience and extensive experience in business. |
Directors Continuing in Office until the 2027 Annual Meeting of Stockholders
| | » 11 « | 2026 Proxy Statement |
COMPENSATION COMMITTEE REPORT
| | | | | | | Chih-Hsiang (Thompson) Lin | Stefan J. Murry | Hung-Lun (Fred) Chang | Shu-Hua (Joshua) Yeh | David C. Kuo | | Age: 63 Position: President, Chief Executive Officer, and Chairman of the Board of Directors | Age: 53 Position: Chief Financial Officer and Chief Strategy Officer | Age: 62 Position: Senior Vice President and North America General Manager | Age: 60 Position: Senior Vice President and Asia General Manager | Age: 43 Position: Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary |
2025 CEO Target Total Direct Compensation
| Chih-Hsiang (Thompson) Lin | | | | | | | | | | Base Salary | Target Annual Incentive | 2025 Target Long-Term Incentive: PSUs | 2025 Long-Term Incentive: RSUs | Total | | | | ($) | ($) | ($) | ($) | ($) | | | | 770,369 | 962,961 | 2,850,000 | 2,850,000 | 7,433,330 |
2025 CEO Target Total Direct Compensation
| Long Term Incentive | Short Term Incentive | | 50% of CEO and Other NEO Long-Term Incentive Compensation is Performance-Based: Rigorous, Pre-Set Three-Year Financial Goals. 50% of our CEO’s and other NEOs’ target long-term incentive annual equity grant was in the form of performance-based restricted stock units (“PSUs”). The PSUs are based 50% on a relative TSR goal and 50% on the attainment of a stock price hurdle, both measured over a three-year performance period. The threshold levels of performance that must be met before any PSUs are earned are rigorous and challenging. The compensation committee views the inclusion of a metric that includes relative TSR as critical because it ties executive officer compensation with the creation of stockholder value and aligns the interests of executive officers with those of the Company and its stockholders. By measuring our stock performance relative to peers, it mitigates the impact of macroeconomic factors, both positive and negative, that affect the industry and/or stock price performance and are beyond the control of management. Additionally, it provides rewards that are more directly aligned with performance through different economic cycles. The compensation committee believes this is particularly effective when coupled with an absolute TSR metric, which directly reflects the experience of the Company’s stockholders. The other 50% of our CEO’s long-term incentive equity grant was in the form of restricted stock units (“RSUs”), which drives longer-term retention, and provides some value even during periods of market or stock price underperformance. The proportion of total compensation that was variable and at-risk and the other performance-based metrics further enhanced the link between pay and performance for the CEO and NEOs in 2025 and strengthened the alignment of the | Short-Term Annual Cash Incentive: Rigorous, Pre-Set Annual Operational Goals. At the beginning of 2025, we established annual cash incentive plan targets for achieving certain operational milestones (“2025 Targets”) as outlined below. We believe the 2025 Targets were rigorous, aggressive, and challenging, attainable only by demonstrated commitment and strong performance by the management team. The 2025 Targets took into account the relevant opportunities and risks we were facing. Target 1 “Revenue” (25% Weighting). The 2025 Revenue target was $375,000,000, a 50% increase from 2024 actual revenue. In 2025, the Company’s revenue was $455.7 million, exceeding target under Target 1, earning the maximum payout for this Target 1 bonus. Target 2 “Non-GAAP Operating Income/Operating Loss” (25% Weighting). Non-GAAP Operating Income/Operating Loss is our GAAP operating income (loss) as defined under generally accepted accounting principles, excluding share-based compensation expense, expenses associated with discontinued products, non-cash expenses associated with discontinued products, amortization expense, and non-recurring expenses. The 2025 Non-GAAP Operating Income/ Operating Loss target was Non-GAAP Operating Income/ Operating Loss of $0, or breakeven. In 2025, the Company’s performance was between the minimum and reduced levels, earning a percentage of this Target 2 bonus. Target 3 “Design Win” (50% Weighting). The Company’s success and growth is dependent on the ability to sell new products and obtain significant market share from design wins. “Design Win” is defined as the successful completion of the evaluation stage, where our customer has tested our product, verified that our product meets substantially all of |
2025 CEO Target Total Direct Compensation
| Long Term Incentive | Short Term Incentive | | interests of the executive officers with those of our stockholders. | their requirements and has informed us that they intend to purchase the product from us. The Design Win target was to complete two Design Wins in 2025. In 2025, the Company exceeded this target by obtaining three Design Wins under Target 3, earning the maximum payout for Target 3. |
2025 CEO Target Total Direct Compensation
The compensation committee determined that the Company’s aggregate achievement under the three 2025 Targets for the short-term annual cash incentive plan was 104.79%. Additional details are provided below under the heading “2025 Annual Cash Bonuses.”
Executive Compensation Policies and Practices
| WHAT WE DO | | WHAT WE DON’T DO | | | | Maintain an Independent Compensation Committee. The compensation committee consists solely of independent directors. | | No Generous Perquisites. We provide only limited perquisites or personal benefits to our executive officers. | | | Retain an Independent Compensation Advisor. The compensation committee engages its own compensation advisor to provide information and analysis regarding our executive and equity incentive compensation programs. | | No Exclusive Executive Retirement Plans. We do not offer defined benefit pension arrangements and we do not provide retirement plans to our executive officers that are different from or in addition to those offered to our other employees. | | | Annual Executive Compensation Risk Assessment. The compensation committee annually reviews our compensation programs and compensation-related risks to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. | | No Special Health or Welfare Benefits. Our executive officers participate in broad-based Company-sponsored health and welfare benefits programs on the same basis as our other full-time, salaried employees. | | | | | No Hedging or Pledging of our Equity Securities. Our insider trading policy prohibits our executive officers, members of the Board and other employees from hedging or pledging our equity securities. | | | Meaningful Amount of Compensation At-Risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on our performance to align the interests of our executive officers and stockholders. | | No Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested RSUs and PSUs. | | | Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in place. | | | | | Clawback Policy and Stock Ownership Guidelines. We have a clawback policy and stock ownership guidelines for our executive officers to align their interest with those of our stockholders. | | |
Compensation-Setting Process
| ● the financial and operational objectives established by the Board for the year at issue; | ● the annual performance review for each executive officer, including contributions to our overall performance, demonstrated leadership and significant individual achievements; | | ● the anticipated role that officer will play in the coming year in achieving those objectives and the cost and difficulty of replacing that individual; | ● our financial performance relative to our peers; | | ● internal pay equity among our executive officers; | ● the compensation practices of our compensation peer group and the positioning of each executive officer’s compensation as compared to our peer group; and | | ● each individual executive officer’s skills, experience, qualifications, and role relative to other similarly situated executives at the companies in our compensation peer group; | ● the recommendations provided by our CEO with respect to the compensation of our other executive officers. |
Role of Compensation Consultant
Role of Compensation Consultant The compensation committee retained Aon to assist with establishing an updated peer group for 2025 and to perform a pay study for executive officer and director compensation. Aon reported directly to the compensation committee and to the compensation committee chair. While Aon coordinated with our management for data collection, including for obtaining the job descriptions for our executive officers, Aon did not provide any other compensation related services to us. The compensation committee evaluated Aon’s independence pursuant to the listing standards of Nasdaq and the relevant SEC rules and determined Aon was independent and that no conflict of interest arose as a result of the work performed by Aon.
Role of Compensation Consultant
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Competitive Positioning
Competitive Positioning For purposes of comparing the compensation of our NEOs against the competitive market, the compensation committee periodically reviews and considers the compensation levels and practices of a group of peer companies. This compensation peer group consists of companies within the industry with a similar size profile in terms of revenue and market capitalization. For 2025, the compensation committee assessed the appropriateness of the peer group to ensure it was aligned with the Company’s profile. Due to a significant increase in the Company’s valuation, as well as increases in revenues and headcount, the compensation committee approved changes to the peer group from the one used in connection with decisions about 2024 executive compensation. The following criteria were used to establish the 2025 peer group:
Competitive Positioning
| INDUSTRY | | | Focus on companies within the communications equipment industry and other similar technology hardware companies, including semiconductors and systems software companies; | | | MARKET CAPITALIZATION | Focus on companies with market capitalizations of $650 million to $4.0 billion based on the Company’s market capitalization of approximately $1.6 billion at the time; represented a range of approximately 0.4x to 2.5x the average of the Company’s 30-day average and spot market capitalization; | | REVENUE | Focus on companies with revenues of $280 million to $1.75 billion based on the Company’s 2024 actual and 2025 revenue projections; represented a range of approximately 0.4x to 2.5x 2025 revenue projections; and | | HEADCOUNT | Focus on companies with headcounts of 1,350 employees to 8,400 employees based on the Company’s year-end 2024 and projected 2025 headcounts; represented a range of approximately 0.4x to 2.5x the average of 2024 actual headcount and 2025 headcount projections. |
Competitive Positioning
| Accordingly, the compensation committee established the following compensation peer group for 2025 to assist with the determination of compensation for our executive officers (the “2025 Peer Group”): | | | A10 Networks, Inc. ACM Research, Inc. ADTRAN, Inc. Allegro MicroSystems, Inc Alpha and Omega Semiconductor Limited Calix, Inc. Cohu, Inc. Digi International Inc. Extreme Networks, Inc. FormFactor, Inc. | Harmonic Inc. Infinera Corporation MaxLinear, Inc. NETGEAR, Inc. NetScout Systems, Inc. Photronics, Inc. Ribbon Communications, Inc. Semtech Corporation SkyWater Technology, Inc. Viavi Solutions Inc. |
Competitive Positioning
| Using the criteria identified above, the compensation committee determined it was appropriate to make the following changes: | | | Companies Removed | Companies Added | | Aviat Networks, Inc. CEVA, Inc. Clearfield, Inc. Comtech Telecommunications Corp. indie Semiconductor, Inc. OneSpan, Inc. Vishay Precision Group, Inc. Xperi Inc | Allegro MicroSystems, Inc Calix, Inc. Extreme Networks, Inc. FormFactor, Inc. Infinera Corporation, MaxLinear, Inc. NetScout Systems, Inc. Viavi Solutions Inc. |
Competitive Positioning
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2025 Base Salary
2025 Base Salary Base salary represents the fixed portion of the target direct compensation for our executive officers and serves to attract and retain highly talented individuals. The compensation committee determines adjustments to base salaries on an annual basis as well as in the event of a promotion or significant change in responsibilities. The compensation committee considers several factors in determining base salaries, including individual performance, the Company’s financial performance, competitive market data, experience, and tenure. The compensation committee generally references the 50th percentile when evaluating market competitiveness, but recognizes that individual factors, as noted above, may result in an individual being positioned above or below this market reference point. In 2025, referencing the competitive market as shown by the 2025 Peer Group, the compensation committee approved base salary increases of 16% to 22%, as well as to account for strong financial performance and stockholder value creation. The changes positioned three executives’ base salaries above the 50th percentile and two below the 50th percentile of the 2025 Peer Group, which the compensation committee viewed as appropriate based on performance.
2025 Annual Cash Bonuses
2025 Annual Cash Bonuses We use annual cash incentive opportunities to attract and retain our executive officers consistent with market practice, to reward our executive officers for achievement of our corporate objectives, and to recognize outstanding contributions. 2025 Target Annual Cash Bonus Opportunities In establishing the target annual cash bonus opportunities for 2025, the compensation committee considered the competitive market information provided by Aon as well as the Company’s financial situation and opportunities, in order to allow the Company to provide an adequate incentive to retain our critical leadership and align pay with performance. In light of these considerations and given the substantial TSR and revenue performance, the compensation committee used target percentages to provide our NEOs with an appropriate level of reward for achievement of target performance of our critical corporate objectives described below and taking into account the Company’s much higher revenue and market capitalization. The compensation committee viewed the changes in target bonus opportunities as reasonable to align with the competitive market based on the 2025 Peer Group and noted that these amounts are earned only if the Company’s goals are achieved.
2025 Annual Cash Bonuses
| Named Executive Officer | 2024 Target (% of base salary) | 2025 Target (% of base salary) | | Chih-Hsiang (Thompson) Lin | 100% | 125% | | Stefan J. Murry | 50% | 75% | | Hung-Lun (Fred) Chang | 50% | 75% | | Shu-Hua (Joshua) Yeh | 50% | 75% | | David C. Kuo | 50% | 70% |
2025 Annual Cash Bonuses
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2025 Annual Cash Bonuses
The bonus opportunity is determined via linear interpolation with potential payouts ranging from 0-125% of target based on corporate performance. Minimum or below performance earns 0% of the target amount, Reduced performance earns 50% of the target amount, and Maximum performance earns 125% of the target amount for each executive. 2025 Corporate Performance Objectives The compensation committee believed that achieving the 2025 Targets should be the focus of the management team and their short-term cash incentive plan should be based on their performance relative to these targets. The compensation committee determined that no annual cash incentive would be earned with respect to a metric for performance below the minimum level set forth below. The compensation committee set the minimum, reduced, target, and maximum performance levels (as applicable) for the corporate performance measures as follows:
2025 Annual Cash Bonuses
| 2025 Targets | | Minimum | Reduced | Target | Maximum | 2025 Achievement | Weighted Achievement | | Revenue | 25% | $300 million | $337.5 million | $375 million | $412.5 million | $455.7 million | 31.25% | | Non-GAAP OI/OL (Operating Income/ Operating Loss) | 25% | Non-GAAP OI/OL Losses to not exceed $20.0M | Non-GAAP OI/OL Losses to not exceed $10.0M | Non-GAAP OI/OL at breakeven ($0) | Non-GAAP OI/OL $10M Income obtain profitability | Non-GAAP Operating Loss was $11.17M | 11% | | Design Wins | 50% | N/A | Receive one design win | Receive two design wins | Receive three or more design wins | Received three qualifying design wins | 62.5% | | Payout as a Percent of Target (with linear interpolation between levels) | — | 0% | 50% | 100% | 125% | — | — | | Aggregate Weighted Achievement | — | — | — | — | — | — | 104.8% |
2025 Annual Cash Bonuses
2025 Actual Performance and Resulting Payments In January 2026, the compensation committee determined that for 2025 we met maximum performance for Target 1 described above, we were between minimum and reduced performance for Target 2 described above and met our maximum performance for Target 3 described above, resulting in payments at approximately 104.8% of the target awards. The dollar amounts for the target cash bonus opportunity as compared to the amounts earned are as follows:
2025 Annual Cash Bonuses
| Named Executive Officer | Target Cash Bonus Opportunity | Achievement Percentage | Actual Cash Bonus Earned | | Chih-Hsiang (Thompson) Lin | $962,961 | 104.8% | $1,009,087 | | Stefan J. Murry | $369,148 | 104.8% | $386,830 | | Hung-Lun (Fred) Chang | $332,125 | 104.8% | $348,034 | | Shu-Hua (Joshua) Yeh | $303,021 | 104.8% | $317,536 | | David C. Kuo | $244,539 | 104.8% | $256,252 |
2025 Annual Cash Bonuses
Amounts for Mr. Yeh are paid in NTD and RMB, and the disclosed amounts reflect the effect of the applicable exchange rates.
2025 Annual Cash Bonuses
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2025 Long-Term Equity Incentive Compensation
2025 Long-Term Equity Incentive Compensation We use equity incentive compensation to attract and retain our talent, to motivate them to achieve our corporate goals and to align their financial incentives with stockholder returns. Awards for 2025 Performance In 2025, the compensation committee granted awards of performance-based PSUs and time-based RSUs to the NEOs. 50% of the total award value was granted in the form of RSUs, which vest quarterly over a four-year period based on continued service. The remaining 50% of the total award value was granted in the form of PSUs, which are earned with respect to a variable number of shares (between 0% and 200% of the target number of shares) based on the Company’s achievement of preset performance goals. The PSUs granted in 2025 will vest 50% based on achievement of specified levels of relative TSR vs. the 2025 Peer Group (as summarized in the section above entitled “Competitive Positioning”), and 50% based on achievement of a specified stock price hurdle for a three-year performance period ending April 29, 2028. The stock price hurdle goal can be earned at any point during the performance period, but vesting is dependent on a recipient providing continuous service through the end of the performance period. The relative TSR payout and performance curve is summarized below. Payouts will be interpolated on a straight-line basis for performance in-between the percentiles noted below.
2025 Long-Term Equity Incentive Compensation
| Performance Level | Percentile Rank vs. 2025 Peer Group | Earned Units as a % of Target | | Below Threshold | Below 25th percentile | 0% | | Threshold | 25th percentile | 25% | | Target | 50th percentile | 100% | | Maximum | 75th percentile | 200% | | Above Maximum | Above 75th percentile | 200% |
2025 Long-Term Equity Incentive Compensation
| Performance Level | Stock Price | Earned Units as a % of Target | | Below Threshold | Below $27.78 | 0% | | Threshold | $32.16 (5% CAGR) | 25% | | Target | $36.98 (10% CAGR) | 100% | | Maximum | $48.01 (20% CAGR) | 200% | | Above Maximum | Above $48.01 (20% CAGR) | 200% |
2025 Long-Term Equity Incentive Compensation
In establishing the appropriate level of equity to our executive officers, the compensation committee considered the market information provided by Aon as well as the Company’s 2025 financial outlook, opportunities, and Company performance. The goal is to provide an adequate equity incentive to motivate our critical leadership while aligning management’s interests with stockholders’ interests and expectations. In light of these considerations, the compensation committee made meaningful increases in equity awards to our NEOs in 2025 as compared to 2024. In February 2025, the compensation committee approved the amounts for awards of RSUs to be granted to the NEOs pursuant to this approach as follows:
2025 Long-Term Equity Incentive Compensation
| Named Executive Officer | Time-Vesting Restricted Stock Units* | Target Amount Performance-Vesting Restricted Stock Units* | Total Value at Target Performance | | Chih-Hsiang (Thompson) Lin | $2,850,000 | $2,850,000 | $5,700,000 | | Stefan J. Murry | $1,150,000 | $1,150,000 | $2,300,000 | | Hung-Lun (Fred) Chang | $900,000 | $900,000 | $1,800,000 | | Shu-Hua (Joshua) Yeh | $900,000 | $900,000 | $1,800,000 | | David C. Kuo | $600,000 | $600,000 | $1,200,000 |
2025 Long-Term Equity Incentive Compensation
* Value was converted to number of units on the applicable grant date based on the average closing price for the prior 20 trading-days. The compensation committee granted these RSUs to the NEOs under the 2021 Amended and Restated Equity Incentive Plan (the “2021 Plan”). The number of shares and grant date fair values for these awards are disclosed in the “2025 Summary Compensation Table” and “2025 Grants of Plan-Based Awards” table below. Earned 2022-2025 Performance-Based Restricted Stock Units In 2022, the compensation committee granted performance-vesting restricted stock units granted that vested 50% based on achievement of specified levels of relative total stockholder return, or relative TSR, and 50% based on achievement of specified
2025 Long-Term Equity Incentive Compensation
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2025 Long-Term Equity Incentive Compensation
stock price hurdle, for a three-year performance period ending April 29, 2025. The Company’s relative TSR for the period ended April 29, 2025 was at the 100th percentile, and the stock price for these purposes was $37.00, the combination of which translated to the maximum number of PSUs earned of 200% of target, as follows:
2025 Long-Term Equity Incentive Compensation
| Named Executive Officer | Target PSU Opportunity | Achievement Percentage | Actual PSUs Earned | | Chih-Hsiang (Thompson) Lin | 223,214 | 200% | 446,428 | | Stefan J. Murry | 78,125 | 200% | 156,250 | | Hung-Lun (Fred) Chang | 71,428 | 200% | 142,857 | | Shu-Hua (Joshua) Yeh | 71,428 | 200% | 142,857 | | David C. Kuo | 44,642 | 200% | 89,285 |
Employment Agreements & Post-Employment Compensation
Employment Agreements & Post-Employment Compensation We have entered into written employment agreements providing for at will employment with our CEO and each of our other NEOs. These employment agreements provided for their initial base salary and target bonus opportunity, as well as severance eligibility in the event of qualifying terminations of employment, including a termination of employment following a change of control of the Company (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change of control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically or if cash severance amounts became due solely as a result of the transaction. We believe that having in place reasonable severance benefits, particularly for terminations in connection with a change of control, allow us to attract and retain highly qualified executive officers, permit those officers to focus on the best interests of the Company without undue concern for their own financial position in a change of control, and reduce conflict at the time of a termination through a pre-negotiated package conditioned on signing a release of claims. For detailed descriptions of the post-employment compensation arrangements we maintained with our NEOs for 2025, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Potential Payments Upon Termination and Change of Control” below.
Equity Grant Practices
Equity Grant Practices We do not grant equity awards in anticipation of the release of material non-public information and we do not time the release of material non-public information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material non-public information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the compensation committee has historically granted such awards on a predetermined annual schedule. We currently do not grant any stock options to our employees, including our NEOs.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for services rendered during the fiscal years ended December 31, 2025, 2024 and 2023, as applicable for the years that the individuals were deemed to be NEOs.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Chih-Hsiang (Thompson) Lin President and Chief Executive Officer | 2025 | 828,657 | 2,837,667 | 1,009,087 | 93,603 | 4,769,014 | | | 2024 | 693,251 | 2,522,729 | 394,656 | 84,785 | 3,695,421 | | | 2023 | 596,747 | 4,816,714 | 594,334 | 41,675 | 6,049,470 | | Stefan J. Murry Chief Financial Officer and Chief Strategy Officer | 2025 | 517,084 | 1,145,013 | 386,830 | 46,422 | 2,095,350 | | | 2024 | 454,179 | 756,824 | 132,596 | 39,451 | 1,383,050 | | | 2023 | 400,564 | 1,685,852 | 199,684 | 37,611 | 2,323,710 | | Hung-Lun (Fred) Chang Senior Vice President and North America General Manager | 2025 | 444,301 | 896,101 | 348,034 | 21,324 | 1,709,760 | | | 2024 | 404,039 | 683,234 | 119,298 | 20,726 | 1,227,297 | | | 2023 | 350,169 | 1,517,260 | 179,657 | 17,156 | 2,064,242 | | Shu-Hua (Joshua) Yeh(4) Senior Vice President and Asia General Manager | 2025 | 411,918 | 896,101 | 317,536 | 19,252 | 1,644,807 | | | 2024 | 350,403 | 609,643 | 109,905 | 19,173 | 1,089,124 | | | 2023 | 334,706 | 1,300,510 | 174,445 | 17,013 | 1,826,674 | | David C. Kuo Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary | 2025 | 356,759 | 597,401 | 256,252 | 14,940 | 1,225,352 | | | 2024 | 311,736 | 525,566 | 90,974 | 14,353 | 942,629 | | | 2023 | 268,296 | 1,059,669 | 137,003 | 12,675 | 1,477,643 |
2025 Summary Compensation Table
(1) Amounts for 2025 consist of the aggregate grant date fair value of the time-based RSUs plus the PSUs assuming target performance, both as granted by the compensation committee in April 2025 (aggregate grant fair value assuming maximum performance: Dr. Lin — $4,518,124; Dr. Murry — $1,823,096; Dr. Chang — $1,426,764; Mr. Yeh — $1,426,764; and Mr. Kuo — $951,176). The amounts included for RSUs granted in 2025 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding the estimate of time-based forfeitures. The assumptions used in calculating the grant date fair value of the RSUs are reported in Note B to the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”). The amounts reported in this column do not correspond to the actual economic value that may be received by the NEOs for the RSUs. See the “2025 Grants of Plan-Based Awards” table below for additional information. (2) Amounts in this column reflect amounts earned pursuant to our annual cash incentive plan based on the Company’s achievement of performance metrics and targets established by the compensation committee. The performance metrics and targets for these awards are described in the section titled “Compensation Discussion and Analysis” above. See the “2025 Grants of Plan-Based Awards” table below for additional information. (3) Includes life insurance premiums paid by us for the benefit of the NEOs and the Company’s 401(k) matching contributions and mandatory foreign pension contribution made by the Company on behalf of the executive officers. The 401(k) matching contributions for each executive in the 2025 year were as follows: for each of Dr. Lin — $13,800, Dr. Murry — $13,800, Dr. Chang — $13,800 and Mr. Kuo — $13,800. In addition, the cost of personal use of a Company provided car for 2025 is included for Dr. Lin, with the amount determined based on the cost of the lease of the corporate car related to the proportion of mileage the car was driven for non-business trips, which was $34,794, and housing in Taiwan for 2025 while on business, which was $37,485. We also provided Mr. Yeh with a housing allowance for an apartment in Ningbo, China, given his responsibilities for managing operations in both China and Taiwan. The amount disclosed for Dr. Murry also includes $30,000 donated to a charitable organization for which Dr. Murry serves on the board of directors, consisting of $20,000 matching donation by the Company and $10,000 donated by Dr. Lin, excluding Dr. Murry. The amounts shown for Mr. Yeh for 2025 have been converted from NTD (New Taiwan dollars) and RMB (Chinese Yuan Renminbi), as applicable, to USD (United States dollars), using the exchange rate as of the last trading day of each applicable fiscal year, which on December 31, 2025, was 31.35 NTD = $1 USD and 6.99 RMB = $1 USD, respectively.
2025 Summary Compensation Table
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2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table presents information about grants of plan-based awards made to our NEOs during the year ended December 31, 2025:
2025 Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(2) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Named Executive Officer | Grant Date | Minimum ($) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chih-Hsiang (Thompson) Lin | | 0 | 481,481 | 962,961 | 1,203,702 | | | | | | | | April 11, 2025 | | | | | | | | 102,591(5) | 1,157,226 | | | April 11, 2025 | | | | | 25,647 | 102,591 | 205,183 | | 1,680,441 | | Stefan J. Murry | | 0 | 184,574 | 369,148 | 461,435 | | | | | | | | April 11, 2025 | | | | | | | | 41,396(5) | 466,947 | | | April 11, 2025 | | | | | 10,349 | 41,396 | 82,793 | | 678,066 | | Hung-Lun (Fred) Chang | | 0 | 166,063 | 332,125 | 415,156 | | | | | | | | April 11, 2025 | | | | | | | | 32,397(5) | 365,438 | | | April 11, 2025 | | | | | 8,099 | 32,397 | 64,794 | | 530,663 | | Shu-Hua (Joshua) Yeh | | 0 | 151,510 | 303,021 | 378,776 | | | | | | | | April 11, 2025 | | | | | | | | 32,397(5) | 365,438 | | | April 11, 2025 | | | | | 8,099 | 32,397 | 64,794 | | 530,663 | | David C. Kuo | | 0 | 122,269 | 244,539 | 305,673 | | | | | | | | April 11, 2025 | | | | | | | | 21,598(5) | 243,625 | | | April 11, 2025 | | | | | 5,399 | 21,598 | 43,196 | | 353,775 |
2025 Grants of Plan-Based Awards
(1) Amounts in these columns reflect cash bonus amounts that each NEO could have potentially earned under the annual cash incentive program for performance in 2025, based on the Company’s achievement of corporate performance metrics established by the compensation committee. For a description of the 2025 Cash Incentive Plan, see the section titled “Compensation Discussion and Analysis” above, and for a description of the cash bonus amounts that were earned and awarded under the annual cash incentive program, see the “2025 Summary Compensation Table” above. (2) The compensation committee selected three targets as the performance metrics for purposes of the cash incentive plan. See the section titled “Compensation Discussion and Analysis” above for how these metrics are defined. (3) Amounts reflect awards of PSUs that will vest following the end of a three-year performance period based on achievement of stock price appreciation and relative TSR performance goals. (4) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, disregarding the estimate of time-based forfeitures. The grant date fair value of the PSUs is based on the target number of shares. The assumptions used in calculating the grant date fair value of the RSUs and PSUs are reported in Note B to the consolidated financial statements included in the Annual Report. Amounts reflect awards of time-based RSUs that will vest quarterly over a 4-year period commencing on January 21, 2025.
2025 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025. None of our NEOs held stock options as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Year | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Chih-Hsiang (Thompson) Lin | 2022 | 13,951 | 486,332 | — | — | | | 2023 | 111,210 | 3,876,781 | — | — | | | 2023 | — | — | 355,871 | 12,405,663 | | | 2024 | 53,318 | 1,858,665 | — | — | | | 2024 | — | — | 94,786 | 3,304,240 | | | 2025 | 83,356 | 2,905,790 | — | — | | | 2025 | — | — | 102,591 | 3,576,322 | | Stefan J. Murry | 2022 | 4,883 | 170,221 | — | — | | | 2023 | 38,924 | 1,356,891 | — | — | | | 2023 | — | — | 124,555 | 4,341,987 | | | 2024 | 15,996 | 557,621 | — | — | | | 2024 | — | — | 28,436 | 991,279 | | | 2025 | 33,635 | 1,172,516 | — | — | | | 2025 | — | — | 41,396 | 1,443,065 | | Hung-Lun (Fred) Chang | 2022 | 4,465 | 155,650 | — | — | | | 2023 | 35,031 | 1,221,181 | — | — | | | 2023 | — | — | 112,099 | 3,907,771 | | | 2024 | 14,440 | 503,378 | — | — | | | 2024 | — | — | 25,671 | 894,891 | | | 2025 | 26,323 | 917,620 | — | — | | | 2025 | — | — | 32,397 | 1,129,359 | | Shu-Hua (Joshua) Yeh | 2022 | 4,465 | 155,650 | — | — | | | 2023 | 30,027 | 1,046,741 | — | — | | | 2023 | — | — | 96,085 | 3,349,523 | | | 2024 | 12,885 | 449,171 | — | — | | | 2024 | — | — | 22,906 | 798,503 | | | 2025 | 26,323 | 917,620 | — | — | | | 2025 | — | — | 32,397 | 1,129,359 | | David C. Kuo | 2022 | 2,791 | 97,294 | — | — | | | 2023 | 24,466 | 852,885 | — | — | | | 2023 | — | — | 78,291 | 2,729,224 | | | 2024 | 11,108 | 387,225 | — | — | | | 2024 | — | — | 19,747 | 688,380 | | | 2025 | 17,549 | 611,758 | — | — | | | 2025 | — | — | 21,598 | 752,906 |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
The amounts reported reflect RSUs granted under our 2021 Plan, including RSUs granted in 2022, 2023, 2024 and 2025 in settlement of the awards approved by the compensation committee in the prior year that were denominated in dollars and to be settled in RSUs following achievement of the annual performance goals. The RSUs vest in substantially equal installments each quarter over a four-year period commencing in January of the specified calendar year, subject to continued service through each applicable vesting date. (2) The market value of the stock awards was calculated using the closing price of our common stock on December 31, 2025 (the last trading day of 2025) of $34.86. (3) The amounts reported reflect PSUs granted in the specified calendar year under our 2021 Plan based on achieving target performance goals, which would result in 100% of the subject shares vesting.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table sets forth information regarding stock awards that vested for each of our NEOs during 2025. None of our NEOs exercised stock options in 2025.
2025 Option Exercises and Stock Vested
| Named Executive Officer | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Chih-Hsiang (Thompson) Lin | 669,180 | 12,220,399 | | Stefan J. Murry | 233,832 | 4,264,771 | | Hung-Lun (Fred) Chang | 212,556 | 3,870,924 | | Shu-Hua (Joshua) Yeh | 207,970 | 3,754,687 | | David C. Kuo | 136,082 | 2,501,292 |
2025 Option Exercises and Stock Vested
(1) The value realized on vesting of stock awards was calculated using the closing price of our common stock on the applicable vesting date for each award.
Potential Payments Upon Termination and Change of Control
Potential Payments Upon Termination and Change of Control The following discussion reflects the payments and benefits that each of the NEOs would have been eligible to receive in the event of certain terminations, assuming that each such termination occurred on December 31, 2025.
Pay vs. Performance
Pay vs. Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay vs. Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Thousands) | Total Revenue(5) ($ Thousands) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 4,769,014 | (3,225,545) | 1,668,817 | (553,084) | 409.64 | 113.34 | (38,228) | 455,715 | | 2024 | 3,695,421 | 33,286,022 | 1,160,525 | 9,517,874 | 433.14 | 91.51 | (186,733) | 249,365 | | 2023 | 6,049,470 | 38,409,964 | 1,923,067 | 11,430,710 | 227.03 | 88.86 | (56,048) | 217,646 | | 2022 | 2,157,067 | 456,994 | 811,490 | 311,906 | 22.21 | 94.64 | (66,397) | 222,818 | | 2021 | 3,659,008 | 2,725,556 | 1,251,466 | 988,822 | 60.40 | 138.17 | (54,162) | 211,565 |
Pay vs. Performance
(1) Chih-Hsiang (Thompson) Lin was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
Pay vs. Performance
| 2021-2025 | | Stefan J. Murry | | Hung-Lun (Fred) Chang | | Shu-Hua (Joshua) Yeh | | David C. Kuo |
Pay vs. Performance
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Pay vs. Performance
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
Pay vs. Performance
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards and Option Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 4,769,014 | (2,837,667) | (5,156,892) | (3,225,545) |
Pay vs. Performance
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,668,817 | (883,654) | (1,338,247) | (553,084) |
Pay vs. Performance
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Pay vs. Performance
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total – Inclusion of Equity Values for PEO 1 ($) | | 2025 | 9,612,093 | (2,166,361) | 459,602 | (13,062,226) | (5,156,892) |
Pay vs. Performance
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,993,206 | (608,614) | 143,127 | (3,865,966) | (1,338,247) |
Pay vs. Performance
The Peer Group TSR set forth in this table utilizes the peer companies used for compensation benchmarking purposes, which are summarized below in the “2025” column and in the “Compensation Discussion and Analysis” section of this Proxy Statement, for the years reflected in the table above but excludes companies that had ceased to be publicly traded as of the end of each fiscal year.
Pay vs. Performance
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Pay vs. Performance
| 2021 | 2022-2023 | 2024 | 2025 | | Axcelis Technologies, Inc. ADTRAN Holdings, Inc. Alpha and Omega Semiconductor Limited Aviat Networks, Inc. Calix, Inc. CalAmp Corp. Casa Systems, Inc. Cohu, Inc. Digi International Inc. EMCORE Corporation Harmonic Inc. Inseego Corp. KVH Industries, Inc. NeoPhotonics Corporation Photronics, Inc. Ribbon Communications Inc. Xperi Inc. | Axcelis Technologies, Inc. ADTRAN Holdings, Inc. Alpha and Omega Semiconductor Limited Aviat Networks, Inc. Calix, Inc. CalAmp Corp. Casa Systems, Inc. Cohu, Inc. Digi International Inc. EMCORE Corporation Harmonic Inc. Inseego Corp. KVH Industries, Inc. Photronics, Inc. Ribbon Communications Inc. Xperi Inc. | A10 Networks, Inc. ADTRAN Holdings, Inc. ACM Research, Inc. Alpha and Omega Semiconductor Limited Aviat Networks, Inc. CEVA, Inc. Clearfield, Inc. Cohu, Inc. Comtech Telecommunications Digi International Inc. Harmonic Inc. indie Semiconductor, Inc. NETGEAR, Inc. OneSpan, Inc. Photronics, Inc. Ribbon Communications Inc. Semtech Corporation Skywater Technology, Inc. Vishay Precision Group, Inc. Xperi Inc. | A10 Networks, Inc. ADTRAN Holdings, Inc. ACM Research, Inc. Alpha and Omega Semiconductor Limited Allegro MicroSystems, Inc. Calix, Inc. Cohu, Inc. Digi International Inc. Extreme Networks, Inc. FormFactor, Inc. Harmonic Inc. Infinera, Inc. MaxLinear, Inc. NETGEAR, Inc. NetScout Systems, Inc. Photronics, Inc. Ribbon Communications Inc. Semtech Corporation Skywater Technology, Inc. Viavi Solutions Inc. |
Pay vs. Performance
The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the compensation benchmarking peers, respectively. As described in the “Compensation Discussion and Analysis” section of this Proxy Statement, after the compensation committee reviewed our compensation peer group in the first quarter of 2025, the compensation committee updated the peer group criteria and the peer group companies that were used to assist with the determination of compensation for our executive officers for fiscal 2025. If the 2024 peer group had been used to calculate the peer group TSR, the amounts shown for 2025, 2024, 2023, 2022 and 2021 would have been $94.04, $88.30, $74.23, $77.85 and $114.93, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Total Revenue to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s and Peer Group’s cumulative TSR over the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and TSR
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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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Relationship Between PEOs and Other NEO Compensation Actually Paid and Total Revenue
Relationship Between PEOs and Other NEO Compensation Actually Paid and Total Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Total Revenue during the five most recently completed fiscal years.
2025 Director Compensation
2025 Director Compensation The table below sets forth, for each person who served as a non-employee director during 2025, information regarding compensation for service on our Board during 2025. Dr. Lin did not receive any compensation from the Company other than compensation received for serving as an executive officer of the Company.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | William H. Yeh | 102,282 | 189,987 | 292,269 | | Richard B. Black | 64,875 | 189,987 | 254,862 | | Min-Chu (Mike) Chen | 77,886 | 189,987 | 267,873 | | Cynthia (Cindy) DeLaney | 82,330 | 189,987 | 272,317 | | Che-Wei Lin | 61,554 | 189,987 | 251,541 | | Elizabeth Loboa | 60,430 | 189,987 | 250,417 |
2025 Director Compensation
(1) Reflects the aggregate dollar amount of fees earned or paid in cash for services as a non-employee director, including committee membership fees, fees for serving as a committee chairperson, and board and committee meeting fees. (2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of RSUs granted in 2025. The assumptions used in calculating the grant date fair value of the RSUs are reported in Note B to the consolidated financial statements included in the Annual Report. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the non-employee directors for the RSUs. As of December 31, 2025, each of the current non-employee directors held the following number of outstanding RSUs: Mr. Yeh, 6,141; Mr. Black, 6,141; Dr. Chen, 6,141; Ms. DeLaney, 6,141; Mr. Lin, 6,141 and Dr. Loboa, 6,141. In the first quarter of 2025, the compensation committee engaged Aon to assess the market competitiveness of the Company’s Board compensation program relative to the 2025 Peer Group. Based on an assessment of peer group practices and improved Company financial performance, the compensation committee approved changes to the 2025 Board compensation program. A summary of 2024 and 2025 Board compensation is summarized in the table below:
2025 Director Compensation
| Board Compensation Element | 2024 | 2025 | | Annual Cash Retainer | $50,000 | $55,000 | | Lead Independent Director Retainer | $25,000 | $30,000 | | Audit Committee Compensation ● Chair ● Member | | | | | $20,000 | $28,000 | | | $10,000 | $14,000 | | Compensation Committee Compensation ● Chair ● Member | | | | | $15,500 | $20,000 | | | $8,000 | $10,000 | | Nominating and Corporate Governance Committee Compensation ● Chair ● Member | | | | | $10,000 | $11,000 | | | $5,000 | $5,500 | | Annual Equity Retainer | $150,000 | $190,000 |
2025 Director Compensation
Cash retainers paid to non-employee directors were paid on a quarterly basis and pro-rated for time served, as appropriate. In addition, the number of equity awards granted to our non-employee directors for 2025 under the 2021 Plan was calculated by dividing $190,000 by the closing price of our common stock on the date of grant. All RSUs granted to our non-employee directors vest in equal monthly amounts over the first twelve months following the date of grant, subject to early termination in accordance with their terms. The grant of RSUs was made following the election of directors at the 2025 Annual Meeting with a grant date of June 13, 2025. Directors were also reimbursed for out-of-pocket expenses incurred in the course of their service on the Board or its committees.
2025 Director Compensation
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