DEF 14A of Alpha & Omega Semiconductor Ltd, Sep 30, 2026

DEF 14A of Alpha & Omega Semiconductor Ltd

Filed Sep 30, 2026 · FY20260001628280-26-063962

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Company’s directors are elected annually to serve until the next annual general meeting of shareholders or until their successors are duly elected and qualified. Upon recommendation from our Nominating and Corporate Governance Committee, our Board has nominated each of the eight (8) director nominees named below for election to the Board at the Annual Meeting. Unless otherwise directed by shareholders, the proxy holders will vote all shares represented by proxies held by them for the election of such nominees.

  2. Director Nominees

    Director Nominees Information concerning the director nominees as of September 17, 2026 is set forth below:

  3. Director Nominees

    | Name | Age | Position | | Mike F. Chang, Ph.D. | 81 | Chairman of the Board and Executive Vice President of Strategic Initiatives | | Stephen C. Chang | 49 | Director and Chief Executive Officer | | Claudia Chen (1)(3) | 61 | Director | | Joshua Chien | 48 | Director | | So-Yeon Jeong (2) | 54 | Director | | Hanqing (Helen) Li (3) | 49 | Director | | King Owyang, Ph.D. (2)(3) | 80 | Director | | Michael J. Salameh (1)(2)(4) | 71 | Director |

  4. Director Nominees

    (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) Lead Independent Director Mike F. Chang, Ph.D., is the founder of our company and serves as our Executive Vice President of Strategic Initiatives and Chairman of the Board. Dr. Chang has extensive experience in both technology development and business operations in the power semiconductor industry. Prior to establishing our company, Dr. Chang served as the Executive Vice President at Siliconix Incorporated, a subsidiary of Vishay Intertechnology Inc., a global manufacturer and supplier of discrete and other power semiconductors, or Siliconix, from 1998 to 2000. Dr. Chang also held various management positions at Siliconix from 1987 to 1998. Earlier in his career, Dr. Chang focused on product research and development in various management positions at General Electric Company from 1974 to 1987. Dr. Chang received his B.S. in electrical engineering from National Cheng Kung University, Taiwan, and M.S. and Ph.D. in electrical engineering from the University of Missouri. Dr. Chang’s extensive technological expertise and business experiences in the power semiconductor industry and his knowledge of our operations, strategic objectives and key relationships with partners and customers, provide our Board with valuable insights and in-depth understanding of our company. Stephen C. Chang has served as our Chief Executive Officer since March 2023 and as a director since November 2022. Mr. Chang previously served as the Company’s President from January 2021 to February 2023. Prior to that, he served in various management positions in our company including Executive Vice President of Product Line Management, Senior VP of Marketing, VP of the MOSFET Product Line, and Senior Director of Product Marketing. Mr. Chang has over 20 years of industry experience and leads our Product Line Marketing with various managerial responsibilities, including new product development, product lifecycle management, business development, and business strategy. He received his B.A. in Electrical Engineering from University of California, Berkeley and M.B.A. from Santa Clara University. Mr. Chang’s extensive experience in all aspects of our business, including marketing, operations and technology management, as well as his deep knowledge and understanding of our day to day business operations, strategic directions, customer profile and industry trends, will enhance the ability and expertise of our Board to provide oversight and management of our company. Claudia Chen has been a director of our company since November 2019. From December 2021 to October 2025, she served as a Vice President of Finance at Avivalinks, Inc., a privately held company building advanced connectivity solutions for next generation autonomous systems. Avivalinks was acquired in October 2025 by NXP Semiconductor. From July 2018 to April 2019, Ms. Chen served as the Head of Finance at Sonatus, Inc, a private company in the Silicon Valley focusing on the development of in-vehicle and cloud platforms. She subsequently served as an advisor to Sonatus from May 2019 to July 2020. From 2008 to 2017, Ms. Chen served as the head of finance department at Atoptech, Inc, an EDA software company. Ms. Chen held various management positions at technology companies from 1996 to 2005, including Director of Finance of Polaris Networks, Inc., Director of Finance of Transmedia Communications, Inc. (acquired by Cisco Systems, Inc.), and Director of Finance of NeoParadigm Labs, Inc. Ms. Chen holds a B.S. in Accounting from National Taiwan University, Taipei, Taiwan, and an M.S. in Taxation from the University of Illinois, Urbana. Ms. Chen’s extensive skills and experience in the areas of financial and accounting matters, and her managerial expertise with respect to technology companies, have contributed significantly to board governance, oversight and other board related responsibilities. Joshua Chien has been a director of our company since July 2026. Mr. Chien currently serves as Executive Vice President, Product & Strategy Officer at Sonatus, Inc., an AI-enabling mobility software company spanning cloud to edge, where he leads product strategy and the expansion of the company’s platform into new verticals beyond automotive, in a fractional executive capacity through his advisory firm, DeoNow. From 2021 to April 2026, Joshua Chien served as Chief Commercial Officer of SMTC Corporation, a global electronics manufacturing services company, responsible for all revenue-generating functions including sales, marketing, account management, and Asia operations, and achieved more than fourfold revenue growth. From 2014 to 2020, Mr. Chien was Senior Vice President of Global Sales and Marketing of SMTC. Prior to that, Mr. Chien served in various positions at Sanmina Corporation from 2000 to 2014, including Vice President of Global Strategic Business Development and Customer Service. Mr. Chien holds a Bachelor of Arts in Economics from the University of California, Berkeley, and completed the Finance for Executives program at Harvard Business School. Mr. Chien’s extensive experience in technology and electronics manufacturing, including leadership roles in sales, marketing, business development and strategy and supply chain management, provides the Board with valuable commercial and strategic expertise relevant to the Company’s business. So-Yeon Jeong has been a director of our company since November 2021. From April 2020 to May 2022, she served as the Head of Investor Relations at Magnachip Semiconductor Corporation based in Seoul, Korea, a designer and manufacturer of analog and mixed-signal semiconductor platform solutions. From 2011 to August 2020, she served as Consultant, Investor Relation for the Company. From 2007 to 2008, Ms. Jeong served as the Vice President of Investor Relations and Marketing Communications of Photon Dynamics, Inc. (acquired by Orbotech, now a KLA company), a global supplier of array test and repair equipment for LCD flat panel display manufacturers. From 2004 to 2007, Ms. Jeong served as the Head of Investor and Board Relations of Nextest Systems Corp. (acquired by Teradyne), a leading manufacturer of automatic test equipment for semiconductor IC manufacturers. Ms. Jeong received her M.B.A. from Fuqua School of Business, Duke University and B.A. from Ewha University, Seoul, Korea. She also holds the Artificial Intelligence Governance Professional (AIGP) certification from the International Association of Privacy Professionals. Ms. Jeong’s extensive experience in public relations and ESG matters, as well as her familiarity with communications issues in the semiconductor industry, provide important expertise and capabilities to the Board in the areas of marketing and public communications, and corporate oversight of AI-driven technology initiatives.

  5. Director Nominees

    Hanqing (Helen) Li has been a director of our company since November 2021. Ms. Li is the Chief Executive Officer of Omnibay, Inc, an AI-native deal intelligence and relationship platform since April 2026. Prior to joining Omnibay, Ms. Li served as Managing Director and Head of China Investment Banking of Needham & Company, LLC, a full-service investment banking and asset management firm, from May 2011 to March 2026. Prior to that, Ms. Li was the Strategic Sales Manager at TDK/Invensense, a leading provider of MEMS-based motion sensors. From October 2006 to 2008, Ms. Li served as the Senior Design Engineer of Marvell Technology Group, a global supplier of infrastructure semiconductor solutions designed to process, move, store and secure data. From 2002 to October 2006, Ms. Li served as Design Engineer for Micron Technology, the largest memory device and solution provider in the United States. Ms. Li also served as an independent board member of Kandou Holding, S.A. from November 2022 to March 2025. Ms. Li received her M.B.A. from the MIT Sloan School of Management, MSEE from the University of Southern California, and B.A. from Tsinghua University. Ms. Li’s extensive experience in investment banking and the semiconductor industry, including her background in semiconductor engineering and strategic sales, provides the Board with valuable financial, technical and industry expertise. King Owyang, Ph.D., has been a director of our company since April 2013. He was the Chief Executive Officer and Executive Director of Computime Group Limited, a Hong Kong listed company and a leading global provider of electronic control technologies from April 30, 2010 to October 1, 2020. Prior to joining Computime, Dr. Owyang held various positions at Siliconix Inc., a U.S. semiconductor company, for over 21 years, including the President and Chief Executive Officer. He was instrumental in leading Siliconix to become a highly profitable company with industry leading products. Under his leadership and management, Siliconix established itself as the world leader in power switching and management products and its sales grew to a record level in 2008. Prior to joining Siliconix, Dr. Owyang held various technical and managerial positions at General Electric Company, where he was responsible for developing many enabling semiconductor technologies. Dr. Owyang is a recognized leader in the power semiconductor industry. He has published over 20 technical papers and has been awarded more than 25 patents. In 2024, Dr. Owyang was invited to join the Advisory Board of Deutsche Bank Wealth Management Group. Dr Owyang obtained his B.S. in Physics and his Ph.D in the field of Material Science in 1968 and 1974 respectively from the Massachusetts Institute of Technology, USA. Dr. Owyang’s broad experience in the power semiconductor industry, including his background in leadership positions at major technology companies, as well as his knowledge in the technical and operational aspects of semiconductor companies, provide the Board with an in-depth understanding of our business and operations. Michael J. Salameh has served as a director of our company since November 2013. Mr. Salameh co-founded PLX Technology, Inc. (NASDAQ: PLXT), a semiconductor company, in May 1986 and served as its Chief Executive Officer from 1986 to 2008, leading the company from its startup stage through its growth into a publicly traded semiconductor company. Mr. Salameh also served on the Board of Directors of PLX from its inception until its acquisition by Avago Technologies (now Broadcom) in August 2014. Mr. Salameh was Chairman of the Board at the time of the acquisition. PLX was listed on the NASDAQ from 1999 until its acquisition. Since 2015, Mr. Salameh has served as a strategic advisor to Scaleflux Inc., a privately held semiconductor company, and joined its Board of Directors in April 2026. From 2010 to 2020, Mr. Salameh served as a consultant to the CEO and Board of Directors of Analogix Semiconductor, Inc., a privately held semiconductor company, where he assisted the company in strategic planning, development of the leadership team and its sale to a private equity firm in 2020. Earlier in his career, Mr. Salameh held various marketing management positions at Hewlett-Packard Company from 1980 to 1986. Mr. Salameh received a B.S. in Engineering and Applied Science from Yale University and an M.B.A. from Harvard Business School. Mr. Salameh brings more than four decades of experience in the semiconductor industry, including extensive leadership experience as a founder and chief executive officer, as well as significant experience in strategic planning, mergers and acquisitions, and corporate finance transactions. His knowledge of the semiconductor business landscape—including customers, markets, suppliers, and competitive dynamics—brings valuable perspective to the Board’s oversight of the Company’s strategy and operations. The Board of Directors recommends that shareholders vote FOR each of the above-mentioned nominees.

  6. Board of Directors

    Board of Directors Our Bye-laws provide that our Board shall consist of not less than two directors. Our Board of Directors currently has nine (9) directors and will have eight directors following the Annual Meeting assuming all director nominees are elected. Mr. Michael Pfeiffer will not stand for re-election at the Annual Meeting, and his service as a member of our Board will end immediately after the Annual Meeting. Our Board is the decision-making body responsible for, among other things, determining policies and guidelines for our business. Our Board also supervises our executive officers and monitors their implementation of policies and guidelines established from time to time by our Board. No shareholder has the contractual right to designate persons to be elected to our Board, and our Bye-laws provide that directors be elected upon a resolution passed at a duly convened shareholders meeting, to hold office for such term as the shareholders may determine or until their successors are appointed or elected in accordance with our Bye-laws. There is no age limit requirement for qualification to serve as a member of our Board. While share ownership is not a required qualification for a director nominee, our Board has adopted stock ownership guidelines for executive officers and non-employee directors who are elected to serve on the Board. We have determined that each of our directors and director nominees, except for Mr. Stephen Chang, our Chief Executive Officer and Dr. Mike F. Chang, our Executive Vice President of Strategic Initiatives, is an “independent director” under the current corporate governance rules of the NASDAQ Global Select Market and applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

  7. Nominations for Election of Directors

    Nominations for Election of Directors

  8. Director Qualifications

    Director Qualifications The Nominating and Corporate Governance Committee utilizes a variety of criteria to evaluate the qualifications and skills necessary to serve as members of our Board. The Nominating and Corporate Governance Committee may assess character, judgment, diversity, business acumen, scientific expertise, familiarity with issues affecting the semiconductor industry and other backgrounds and attributes that are needed to help strengthen and balance the Board. Other qualifications will be determined on a case-by-case basis, depending on whether the Nominating and Corporate Governance Committee desires to fill a vacant seat or increase the size of the Board to add new directors. In addition, while the Nominating and Corporate Governance Committee does not prescribe specific diversity standards, the Committee considers diversity in the context of the Board as a whole and takes into account the personal characteristics and experiences of current and prospective directors, as well as other traits and attributes, that reflect a broad range of perspectives and diverse backgrounds in the Board’s decision making process.

  9. Identification and Evaluation of Nominees for Directors

    Identification and Evaluation of Nominees for Directors The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee assesses the appropriate size of the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. In addition, the Board and the Nominating and Corporate Governance Committee may form ad-hoc sub-committees to consider potential nominees and their qualification. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current members of the Board, executive officers, professional search firms, shareholders or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee, and may be considered at any point during the year. The Nominating and Corporate Governance Committee recommends the director nominees to our Board for approval for election at each annual general meeting of shareholders. Under our Bye-laws, any director appointed by our Board is subject to re-election by shareholders at our next annual general meeting of shareholders. The nominees for election at this annual general meeting were recommended and approved unanimously by members of our Nominating and Corporate Governance Committee and the Board, respectively. A shareholder seeking to recommend a prospective nominee for the Nominating and Corporate Governance Committee’s consideration should submit the candidate’s name and qualifications to our Corporate Secretary at our business office in the United States at 475 Oakmead Parkway, Sunnyvale, California 94085. The Nominating and Corporate Governance Committee will consider a properly submitted shareholder nomination that meets the requirements under our Bye-laws and applicable U.S. federal securities laws. Our Bye-laws require, among other things, an advance written notice of the nomination in writing of not less than sixty (60) nor more than one hundred and eighty (180) days from the date of the annual general meeting. This notice must also include certain information relating to the nominee and the nominating shareholders, as described in more detail below in “Future Shareholder Proposals and Nominations for the 2027 Annual General Meeting.”

  10. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Our non-employee director compensation policy provides for the following cash and equity compensation: Cash Retainer and Fees: Each non-employee director serving as a member of the Board at the beginning of the Company’s fiscal year will receive an annual retainer of $60,000 and the Lead Independent director will receive an additional retainer of $21,000. In addition, each non-employee director serving as the chairperson of a committee of the Board will receive an additional retainer as follows: Audit Committee - $25,000; Compensation Committee - $16,000; Nominating and Governance Committee - $15,000; Shareholders Communications Subcommittee - $10,000; and Cybersecurity Subcommittee - $10,000. Each non-employee director serving as a member of a committee of the Board (other than the chairperson) will receive an additional retainer as follows: Audit Committee - $12,000; Compensation Committee - $7,500; and Nominating and Governance Committee - $5,000. Non-employee directors will not receive any additional compensation for attending regular Board or committee meetings. However, with respect to special meetings of the Board or a committee, the Board shall determine whether such meetings will be eligible for payment of special fees, and if so, each non-employee director will receive $2,000 for a meeting attended in person and $1,000 for a meeting attended via teleconference. Equity Grants: Each individual who is elected by the Company’s shareholders to serve as a non-employee director at the Company’s annual shareholders meeting and each individual who is to continue to serve as a non-employee director following such meeting whether or not that individual is standing for re-election at that meeting, will be granted on the date of such meeting, an award of restricted share units under the 2018 Omnibus Incentive Plan, as may be amended from time to time (the “2018 Plan”). The number of shares subject to each such annual award will be determined by dividing $170,000 by the Average Per Share Price, up to a maximum of 10,000 shares. The Average Per Share Price for an award means the average closing price per common share over the 90 day-period immediately prior to the date of grant of the award. The award will vest in four equal quarterly installments upon the non-employee director’s completion of each quarter of Board service following the grant date; provided, however, that if the Company’s annual shareholders meeting for the year following the year of grant occurs prior to the end of the one-year period measured from the grant date, the last quarterly installment will become vested upon the date of such subsequent annual shareholders meeting, provided that the non-employee director continues in Board service until such date. In the event a new non-employee director is elected or appointed to the Board on a date other than at the Company’s annual shareholders meeting, such individual will be granted on the date of such election or appointment, an award of restricted share units for a number of shares determined by dividing $170,000 as pro-rated based on the period from the date of election or appointment to the anticipated date of the next annual shareholders meeting by the Average Per Share Price, provided such individual has not previously been in the employ or service of the Company. The award shall vest on the same dates that the annual grants made at the preceding annual shareholders meeting vest with the number of shares vesting on each vesting date based on the period of service, with the number of shares vesting in substantially equal installments on each of the remaining vesting dates until the next annual shareholders meeting. The awards (to the extent outstanding) will vest in full (i) upon the non-employee director’s termination of Board service by reason of death or permanent disability (as defined in the 2018 Plan) and (ii) immediately prior to the consummation of a change in control (as defined in the 2018 Plan). Shares that vest under an award on a quarterly vesting date or upon termination of Board service will be issued on the earlier of (i) the date of the annual shareholders meeting that is coincident with or next following the applicable vesting date or (ii) the date of the non-employee director’s termination of Board service. Shares that vest upon the consummation of a change in control will be issued as soon as practicable following the change in control. Reimbursements: All non-employee directors receive reimbursement from the Company for their reasonable expenses of travel (including airfare and ground transportation) to and from meetings of the Board or a committee, and reasonable lodging and meal expenses. Director Compensation for Fiscal Year 2026 The following table sets forth certain information regarding the compensation of each individual who served as a non-employee member of our Board during fiscal year 2026.

  11. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Lucas S. Chang | 78,938 | 107,541 | — | 186,479 | | Claudia Chen | 94,375 | 107,541 | — | 201,916 | | So-Yeon Jeong | 62,500 | 107,541 | — | 170,041 | | Hanqing (Helen) Li | 45,925 | 107,541 | — | 153,466 | | King Owyang | 67,500 | 107,541 | — | 175,041 | | Michael L. Pfeiffer | 57,000 | 107,541 | — | 164,541 | | Michael J. Salameh | 96,375 | 107,541 | — | 203,916 |

  12. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    (1) The dollar value shown represents the grant date fair value of the restricted share unit awards (granted to non-employee directors as described above) determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) without taking into account any estimated forfeitures related to service vesting conditions. The valuation assumptions used in determining such amounts are described in Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, as filed with the SEC on August 27, 2026. No stock option was granted to any non-employee director in fiscal year 2026. As of June 30, 2026, our non-employee directors held outstanding restricted share units granted for services on the Board as follows:

  13. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Number of Shares Subject to RSUs | | Lucas S. Chang | — | | Claudia Chen | 2,841 | | So-Yeon Jeong | 2,841 | | Hanqing (Helen) Li | 2,841 | | King Owyang | 2,841 | | Michael L. Pfeiffer | 2,841 | | Michael J. Salameh | 2,841 |

  14. Executive Compensation Practices

    | WHAT WE DO | | | Align our executive pay with performance | Maintain a clawback policy to recoup cash and equity incentive compensation | | Impose a 1 year post-vesting holding period on shares issued to our chief executive officer | Hold an annual “say-on-pay” advisory vote | | Set challenging performance objectives for our performance-based equity awards and annual cash bonus plan | Maintain robust share ownership guidelines for our executive officers and Board members | | Use multi-year vesting periods for our equity awards | Prohibit hedging and pledging of Company common stock | | Place a substantial majority of executive pay at risk | Maintain an independent compensation committee | | Cap annual cash bonus and long-term performance-based equity award payouts | Regularly evaluate our peer group and pay positioning | | •Set pre-established grant dates for executive officers’ annual equity awards | Annually assess risks in our compensation programs |

  15. Executive Compensation Practices

    | WHAT WE DON’T DO | | | X Offer contracts with multi-year guaranteed salary or bonus increases | X Offer guaranteed retirement benefits or non-qualified deferred compensation plans | | X Provide tax gross-ups except in connection with certain perquisites | X Provide excessive perquisites | | X Time the release of material non-public information to affect the value of executive compensation | |

  16. CEO Post-Vesting Holding Requirement

    CEO Post-Vesting Holding Requirement For full value awards (i.e., share awards, performance share awards, restricted share units, and performance share units) granted to our Chief Executive Officer beginning on or after August 7, 2025, there is a one-year post-vesting holding requirement that requires the Chief Executive Officer to hold at least 50% of the common shares issued to the Chief Executive Officer under such full value awards (i.e., share awards, performance share awards, restricted share units, and performance share units), net of any common shares withheld to cover applicable taxes, for a period of one-year following the vesting date (the “Holding Period”). However, the Holding Period will not apply after a change in control, termination of service, or the date of the Chief Executive Officer’s death or disability. This post-vesting Holding Period, along with the common share ownership requirement described below, focuses the Chief Executive Officer on the long-term success of the Company and further aligns the executive officer’s interests with those of our shareholders.

  17. Compensation Decision-Making Process

    Compensation Decision-Making Process The Compensation Committee meets on a regular schedule throughout the year to manage our compensation programs. The Compensation Committee reviews the principal components of compensation for our executive officers on an annual basis, typically at its first meeting in the calendar year. As part of that review process, the Compensation Committee reviews and may adjust the base salaries of our named executive officers, establishes the cash bonus plan for the year and determines the cash bonuses payable to our named executive officers for the preceding year based on achievement of the pre-specified performance goals for that prior year and grants equity awards to our named executive officers. In setting executive compensation, the Compensation Committee takes into account a number of factors, including the nature and scope of the named executive officer’s responsibilities, his or her individual performance level and contribution to the achievement of our corporate objectives, the experience level of the executive, the recommendations from its compensation consultant, the recommendations from our Chief Executive Officer for each executive’s compensation package (other than his own), the results of the last “say on pay” vote and the compensation trends in the industry. Role of Compensation Consultant The Compensation Committee retained Compensia to advise the committee on the compensation for executive officers and other senior officers for fiscal year 2026 and to develop a peer group that represents companies that are comparable in business and/or size to the Company and with which the Company competes for talent. Compensia recommended a revised peer group for fiscal year 2026 as compared to its fiscal year 2025 peer group. Based on such recommendation, the Compensation Committee approved the peer group set forth below. The peer group was used primarily in connection with a review of competitive compensation for our Chief Executive Officer and Chief Financial Officer.

  18. Compensation Structure

    Compensation Structure Elements of Compensation We utilize three main components in structuring compensation programs for our named executive officers: •Base salary, which is the only fixed compensation element in our executive compensation program and is primarily used to recruit and retain executive talent and provide an element of economic security from year to year; •Annual performance-based cash bonuses that are primarily designed to reward achievement of short-term financial and operational goals; and •Equity incentive awards designed to ensure long-term retention of our executive talent and align their interests with those of our shareholders. We further align the interests of our executives and those of our shareholders and the long-term interests of the Company through: •our stock ownership requirements; and •the post-vesting holding period requirement for shares issued to our Chief Executive Officer upon vesting of full value awards (i.e., share awards, performance share awards, restricted share units, and performance share units), as described above in the section titled “Executive Compensation Practices– CEO Post-Vesting Holding Requirement” We view each component of compensation as related but distinct. It is the practice of our Compensation Committee to allocate a substantial portion of each named executive officer’s total compensation to performance and long-term incentive compensation as a result of the philosophy described above. There is no pre-established policy for the allocation of compensation between cash and non-cash components or between short-term and long-term components, and there are no pre-established ratios between the compensation of our Chief Executive Officer and that of the other named executive officers. Instead, our Compensation Committee determines the compensation of each named executive officer based on its review of the market data provided by Compensia, its subjective analysis of that executive’s performance and contribution to our financial performance, the executive’s relative criticality to the Company and the other factors identified in the Compensation Decision-Making Process section above to determine the appropriate level and balance of total compensation. We believe that this approach allows us to tailor compensation for each named executive officer to attract, retain and motivate that executive officer within the parameters of our compensation philosophy. Base Salaries Base salaries are set at levels that are intended to recognize the experience, skills, knowledge and responsibilities required of all our named executive officers. Each named executive officer's base salary level is typically reviewed on an annual basis and adjustments may be made to the executive’s base salary on the basis of his or her level of performance, the overall performance of the Company and the various compensation trends in our industry. In March 2026, the Compensation Committee approved salary adjustments over the fiscal year 2026. Additionally, in May 2026, the Compensation Committee approved an additional increase in Mr. Li’s base salary to reflect the expansion of his role and responsibilities. In approving the increase, the Compensation Committee considered the increased scope of Mr. Li’s responsibilities and the demands associated with his expanded role, and determined that an adjustment to his base salary was appropriate to better align his compensation with his current responsibilities. The base salaries for the named executive officers effective July 1, 2026 (and May 18, 2026 for Mr. Li) were as follows:

  19. Compensation Structure

    Annual Performance-Based Cash Bonuses Our named executive officers are eligible to receive a cash bonus under our annual Executive Incentive Plan. Each year, our Compensation Committee establishes the performance objectives to be attained and the target bonuses payable based on the level of attainment of the specified goals. The bonus is determined on a calendar year basis with performance goals based on the Company’s annual operating plan which is established on a calendar year basis. On February 28, 2025, the Compensation Committee approved the calendar year 2025 Executive Incentive Cash Bonus Plan (the “2025 Incentive Plan”), pursuant to which the named executive officers were eligible to receive a cash incentive award based on the level of attainment of specified Company performance goals. The aggregate amount of the award was to 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 2025 Incentive Plan. Because the lowest threshold for non-GAAP earnings per share and revenue were not achieved, no bonuses were paid in 2025. On March 2026, the Compensation Committee approved the calendar year 2026 Executive Incentive Cash Bonus Plan (the “2026 Incentive Plan”), pursuant to which the named executive officers will be eligible to receive a cash 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 adjusted earnings per share and revenue goals must be achieved as a condition to payment of any award under the 2026 Incentive Plan. The Compensation Committee believes that the adjusted earnings per share and revenue goals are the appropriate criteria for our performance-based compensation because they focus our executives on key goals for the success of our business. The revenue goal relates to the importance of growing the Company’s total revenues which is an important measure of success in our competitive industry and is helpful in showing the marketplace that our business has the size and scale required to serve large customers. The adjusted earnings per share goal ties to our corporate emphasis on increasing shareholder value through the improvement of the Company’s adjusted earnings per share. The Committee believes that the performance goals for the target bonus represent a significant degree of difficulty and the maximum bonus amount can only be earned if stretched goals are achieved. The actual aggregate amount of the award earned by a named executive officer for the 2026 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 have been achieved, the minimum, target and maximum bonus payable to each named executive officer of the Company (as a percentage of base salary) are as follows:

  20. Compensation Structure

    | Name | Minimum Bonus | Target Bonus | Maximum Bonus | | Stephen Chang | 23% | 100% | 220% | | Yifan Liang | 16% | 70% | 154% | | Wenjun Li | 16% | 70% | 154% | | Bing Xue | 16% | 70% | 154% |

  21. Compensation Structure

    Long Term Equity Incentive Awards Our equity award program is the primary vehicle for offering long-term incentives to our named executive officers and providing an inducement for long-term retention. Equity compensation represents a significant component of the total compensation package we provide to each of our named executive officers. We believe this is appropriate because it aligns the interests of our named executive officers with those of our shareholders and focuses their attention on the creation of shareholder value in the form of stock price appreciation. The Compensation Committee may use both options and restricted share units as part of the Company’s long-term incentive program for named executive officers, although in recent years, only restricted share units have been awarded to the named executive officers. The Company believes that there are several advantages of using restricted share units, including ongoing concerns over the dilutive effect of option grants on the Company’s outstanding shares, the Company’s desire to have a more direct correlation between the compensation expense it must record for financial accounting purposes and the actual value delivered to executive officers, and the fact that the incentive and retention value of a restricted share unit award is less affected by market volatility than options. We grant both time-based restricted share units that vest based on continued service and performance-based restricted share units that vest based on the level of attainment of Company performance goals and continued service. The Compensation Committee believes that including performance-based restricted share units as part of our equity-based compensation program strengthens the executive’s focus on the Company’s financial performance and shareholder value creation and performance-based restricted share units now generally represent 50% each executive officers’ equity awards. For 2018, the performance-based restricted share unit awards granted to our named executive officers included market performance restricted share units that vest based on our long-term stock price performance with a multiplier based on revenue growth and a subsequent service period, which further focus our executives on long-term stock price appreciation. Our Compensation Committee reviews our equity compensation program annually and may, at its discretion, grant additional equity awards to existing named executive officers consistent with our named executive officer compensation objectives. In determining the size of those additional grants, our Compensation Committee typically takes into account the recommendations of our Chief Executive Officer, data provided by (and recommendation of) Compensia and its own subjective assessment of the named executive officer’s performance and the retention value of his or her existing equity awards. A subcommittee comprised of our Chief Executive Officer and Chief Financial Officer is authorized to grant options and restricted share unit awards (other than annual refresher equity grant awards) to existing and newly-hired employees, other than executive officers, within prescribed caps established by the Compensation Committee. These grants are generally made on the 15th day of each month. The awards granted to our named executive officers in fiscal year 2026 and previously granted awards that vested in fiscal year 2026 are summarized below. For more information concerning the awards we granted to our named executive officers in 2026, please see “Grants of Plan-Based Awards” below. March 2026 Grants: On March 5, 2026, the Compensation Committee authorized, effective as of March 16, 2026, the grant of restricted share units to each of our named executive officers for the number of our common shares allocated between time-based restricted share units and performance-based restricted share units as indicated below.

  22. Compensation Structure

    | Named Executive Officer | Time-Based Restricted Share Units (Shares) | Performance -Based Restricted Share Unit (Target Shares) | | Stephen C. Chang | 67,500 | 67,500 | | Yifan Liang | 22,500 | 22,500 | | Wenjun Li | 10,000 | 10,000 | | Bing Xue | 15,000 | 15,000 |

  23. Compensation Structure

    Each time-based restricted share unit entitles the holder to receive one common share following vesting. Each such award will vest with respect to 25% of the units annually upon the participant’s completion of each year of service over the four-year period measured from March 16, 2026. Each performance-based restricted share unit award will vest based on the level of attainment of revenue goals from specified strategic initiatives over the period January 1, 2026 to December 31, 2026 and the participant’s continued service over a four-year period measured from March 16, 2026. In addition to the multi-years market-based restricted share unit awards program, the Compensation Committee believes there are a number of benefits in structuring performance awards with a one-year performance period combined with a three-year service period. In particular, the Compensation Committee’s ability to reset performance objectives and tailor goals year over year in response to near-term changes in the Company’s performance or strategic goals, makes a one-year performance period more powerful as a tool for incentivizing consistent, exceptional performance. The Compensation Committee believes the performance goals for the 2026 performance-based restricted share unit awards are challenging and difficult to achieve, but attainable with significant skill and effort on the part of the executive team. The Company discloses specific goals, and actual achievement, at the end of each performance period as the Compensation Committee has determined that disclosing all such levels at the beginning of the performance period could cause competitive harm to the Company. Vesting of February 2025 Grants: On February 28, 2025, the Compensation Committee authorized, effective as of March 15, 2025, the grant of restricted share units to each of our named executive officers for the number of our common shares allocated between time-based restricted share units and performance-based restricted share units as indicated below.

  24. Compensation Structure

    | Named Executive Officer | Time-Based Restricted Share Units (Shares) | Performance -Based Restricted Share Unit (Target Shares) | | Stephen C. Chang | 67,500 | 67,500 | | Yifan Liang | 22,500 | 22,500 | | Wenjun Li | 10,000 | 10,000 | | Bing Xue | 15,000 | 15,000 |

  25. Compensation Structure

    Each time-based restricted share unit entitles the holder to receive one common share following vesting. Each such award vests with respect to 25% of the units annually upon the participant’s completion of each year of service over the four-year period measured from March 17, 2025. Accordingly, the time-based award vested with respect to 25% of the units on March 17, 2026. Each performance-based restricted share unit award was to vest based on the level of attainment of specified non-GAAP earnings per share and revenue goals over the period January 1, 2025 to December 31, 2025 and the participant’s continued service over a four-year period measured from March 15, 2024. The applicable performance conditions were (1) if the Company achieves one Power IC design win in AI data center, 30% of the target number of units designated for each employee shall be eligible to vest, and (2) if the Company generates revenue related to two strategic accounts pre-defined by the Company, up to 70% of the target number of units designated for each employee shall be eligible to vest based on the amount of the revenue generated. In March 2026, based on the achievement of the design win and revenue for the performance period, the Compensation Committee determined that the performance goals had been attained at 100% of target. Vesting of 2018 Market Performance Restricted Share Unit Grants: In 2018, the Compensation Committee approved a special grant of market performance-based restricted share unit awards to provide significant long-term incentives to directly align the interests of the executive officers with those of shareholders and at the same time to further enhance retention. Performance vesting was tied to share price performance over a 4-year period and revenue achieved in calendar year 2022. The number of earned shares is then subject to a 4-year service vesting commencing January 1, 2023. Accordingly, there is a 7-year combined performance and service vesting period applicable to each award. The number of shares earned was to be determined upon completion of the performance period based on the highest average price of the Company’s common shares for any period of 20 consecutive trading days (“Average Company Price”) attained during the period January 1, 2019 to December 31, 2022, with $26.24 at threshold performance (representing an increase of 83% from the Average Company Price on the grant date) to $45.00 at target performance (representing a 214% increase from the Average Company Price on the grant date) and a multiplier based on the Company’s revenue for calendar year 2022 ranging from 0.5 at threshold revenue of $550 million and 1 for target revenue of $600 million. In February 2023, based on the Average Company Price of $45.237 during the performance period and revenue of $794 million for 2022, the Compensation Committee determined that the market performance-based awards were earned at 100% of target. The table below sets forth the target number of our common shares subject to the market performance-based restricted share units awarded to each of our named executive officers. Each officer vests in these shares in 4 equal installments upon completion of each year of service over the 4-year period measured from January 1, 2023. Accordingly, each named executive officer vested in 25% of the shares on January 1, 2026.

  26. Compensation Structure

    | Named Executive Officer | Market Performance -Based Restricted Share Unit (Target Shares) | | Stephen C. Chang | 90,000 | | Yifan Liang | 90,000 | | Wenjun Li | 30,000 | | Bing Xue | 90,000 |

  27. Compensation Structure

    Termination and Change in Control Benefits We have entered into an employment agreement with Mr. Stephen C. Chang who became our Chief Executive Officer effective March 1, 2023, which sets forth certain terms and conditions governing his period of continued employment with us, including certain benefits to which he would become entitled were his employment to be terminated involuntarily. We have entered into an employment agreement with Dr. Mike F. Chang, who was our Chief Executive Officer until March 1, 2023 after which he served as our Executive Chairman of the Board until March 3, 2025 and now serves as Chairman of the Board and Executive Vice President of Strategic Initiatives, which sets forth certain terms and conditions governing his period of continued employment with us including certain benefits to which he would become entitled were his employment to be terminated involuntarily. In addition, we have entered into retention agreements with each of Messrs. Liang, Li, and Xue pursuant to which such officers are entitled to certain severance benefits upon an involuntary termination of employment. Mr. Stephen C. Chang’s employment agreement, Dr. Mike F. Chang’s employment agreement, and the retention agreements for the other officers are summarized below in the section of this proxy entitled “Agreements Regarding Employment, Change in Control and Termination of Employment”. Pursuant to the terms of our equity plans, outstanding options and time-based restricted share unit awards held by our named executive officers and our other employees will accelerate upon the consummation of a change in control unless those options or awards are assumed, replaced or otherwise continued by the acquiring entity. The performance-based restricted share unit awards (other than the market performance restricted share unit awards) will convert into the right to receive 50% of the target number of shares or the actual number of shares based on level of attainment of performance goals depending on when the change in control occurs and will be paid out at the time of the change in control unless those awards are assumed, replaced or otherwise continued by the acquiring entity. The performance qualified shares under the market performance restricted share unit awards (for which the performance period is already completed) will be paid out at the time of the change in control unless those awards are assumed, replaced or otherwise continued by the acquiring entity. Any awards that are assumed, replaced or otherwise continued will continue to vest over the service period for the award subject to accelerated vesting of the market performance share unit awards upon the executive officer’s involuntary termination within 18 months following the change in control (12 months for our named executive officers under their employment and retention agreements with respect to awards other than the market performance restricted share unit awards). The Compensation Committee believes that accelerated vesting under such a limited circumstance is appropriate because it protects a significant component of the named executive officer's total compensation in the event those options and awards would otherwise terminate in the acquisition or upon a subsequent involuntary termination and allows our named executive officers to remain focused on the Company’s business without undue concern over this significant component of their compensation package should the Company become an acquisition target in a transaction in which the outstanding equity awards would not be assumed or replaced or following which the named executive officer may be terminated. Our severance and change of control provisions for the named executive officers are discussed in more detail in “Potential Payments upon Termination or Change in Control” below. Benefits and Other Compensation We maintain broad-based employee benefit plans, which are provided to all eligible employees, including our named executive officers. These plans provide group medical and dental coverage, life insurance, disability insurance, flexible spending accounts and a 401(k) savings program for our employees based in the United States. We believe these benefits are consistent with the benefits offered by companies with which we compete for employees and are necessary to attract and retain qualified employees. Perquisites We believe that cash and equity compensation are the key components needed to attract and retain our executive officers. As a result, we generally do not provide any substantial perquisites to our named executive officers. Mr. Xue is provided a Company vehicle for his use in connection with his sales activities and other Company business and his personal use. He receives a payment of up to $10,000 each year to cover the taxes payable as a result of this benefit. We also offer bonuses for patented inventions, authoring technical articles and making technical presentations at major symposiums; and long service; our named executive officers are eligible to receive bonuses under these programs on the same basis as our other employees. In fiscal year 2026, we also provided headphones and reimbursement for fitness membership fees to our named executive officers. Stock Ownership Guidelines We have adopted stock ownership guidelines for our executive officers and the non-employee members of our Board. Under these guidelines, each executive officer is required to own shares with a value equal to a specified multiple of his or her annual base salary and each non-employee member of our Board is required to own shares with a value equal to a specified multiple of his or her annual cash retainer for services on the Board and standing committees of the Board as follows:

  28. Compensation Structure

    Shares that count towards satisfaction of the guidelines include shares beneficially owned by the individual or immediate family members, shares held in trust for the benefit of the individual or immediate family members and deferred shares subject to vested restricted share units or performance units and other vested equity awards. Unvested restricted share units, unvested performance units or restricted shares, and unexercised stock options do not count towards satisfaction of the guidelines. Our executive officers and the non-employee members of our Board are required to meet these ownership requirements within five years of the later of (1) May 3, 2018 (the date of adoption of the guidelines) or (2) becoming an executive officer or non-employee member of our Board, as applicable. The Compensation Committee believes that this stock ownership aligns the financial interests of our executive officers with those of our shareholders. The following table shows each named executive officer’s and each Board member’s share ownership as of June 30, 2026:

  29. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation paid during our fiscal year ended June 30, 2026 to our principal executive officer, our principal financial officer and our two other executive officers with aggregate compensation in excess of $100,000. We refer to these individuals as our named executive officers.

  30. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Stephen C. Chang | 2026 | 504,644 | 2,893,050 | — | 3,320 | 3,401,014 | | Chief Executive Officer | 2025 | 490,000 | 3,727,350 | — | 3,469 | 4,220,819 | | | 2024 | 490,000 | 2,478,250 | — | 812 | 2,969,062 | | Yifan Liang | 2026 | 381,058 | 964,350 | — | 3,140 | 1,348,548 | | Chief Financial Officer and Corporate Secretary | 2025 | 370,000 | 1,242,450 | — | 3,289 | 1,615,739 | | | 2024 | 370,000 | 754,250 | — | 632 | 1,124,882 | | Wenjun Li | 2026 | 355,879 | 428,600 | — | 3,432 | 787,911 | | Chief Operating Officer | 2025 | 342,000 | 552,200 | — | 4,039 | 898,239 | | | 2024 | 342,000 | 431,000 | — | 2,351 | 775,351 | | Bing Xue | 2026 | 360,460 | 642,900 | — | 11,860 | 1,015,220 | | Executive Vice President of Worldwide Sales and Business Development | 2025 | 350,000 | 828,300 | — | 12,561 | 1,190,861 | | | 2024 | 350,000 | 646,500 | — | 11,882 | 1,008,382 |

  31. Summary Compensation Table

    | (1) The dollar value shown represents the grant date fair value of the award determined in accordance with FASB ASC Topic 718 without taking into account any estimated forfeitures related to service vesting conditions. For assumptions used in determining such grant date fair value, see Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, as filed with the SEC on August 27, 2026. For time-based restricted share unit awards, the grant date fair value was determined using the closing share price of the Company’s common shares on the date of grant. For the performance-based restricted share unit awards, the grant-date fair value is calculated based on the probable outcome of the attainment of the respective pre-established performance objectives as of the grant date at target attainment (which is the maximum level of attainment). | | (2) No bonuses were payable for the 2024-2026 calendar years. | | (3) Amounts reported represent bonuses paid under our inventions, publication, long-service bonus, and presentation awards, personal use of Company vehicle and related tax payment and other de minimus compensation. |

  32. Summary Compensation Table

    | | Invention, Publication, Presentation and Long-Service Bonus ($) | Personal Use of Company Vehicle ($) | Tax Gross Up Payments ($) | Fitness Fee Reimbursement ($)(1) | Total ($) | | Stephen C. Chang | — | — | — | 3,320 | 3,320 | | Yifan Liang | — | — | — | 3,140 | 3,140 | | Wenjun Li | 292 | — | — | 3,140 | 3,432 | | Bing Xue | — | 5,600 | 3,120(2) | 3,140 | 11,860 | | (1) Represents the value of a gift in the amount of $3,140 provided to each of the named executive officers and $180 in fitness member fee reimbursement under the Company’s fitness program for Mr. Stephen C. Chang. | | | | | | | (2) Represents a payment to Mr. Xue to cover taxes due on the taxable income imputed to Mr. Xue as a result of the use of the Company vehicle. | | | | | |

  33. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning each grant of an award made to our named executive officers during the fiscal year ended June 30, 2026 under our compensation plans.

  34. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Equity Incentive Plan Award (1) | | All Other Stock Awards: Number of Securities Underlying Awards (#) (2) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Grant Date | Approval Date | Minimum | Target | | | | Stephen C. Chang | 3/16/2026 | 3/5/2026 | 16,875 | 67,500 | | 1,446,525 | | | 3/16/2026 | 3/5/2026 | | | 67,500 | 1,446,525 | | Yifan Liang | 3/16/2026 | 3/5/2026 | 5,625 | 22,500 | | 482,175 | | | 3/16/2026 | 3/5/2026 | | | 22,500 | 482,175 | | Wenjun Li | 3/16/2026 | 3/5/2026 | 2,500 | 10,000 | | 214,300 | | | 3/16/2026 | 3/5/2026 | | | 10,000 | 214,300 | | Bing Xue | 3/16/2026 | 3/5/2026 | 3,750 | 15,000 | | 321,450 | | | 3/16/2026 | 3/5/2026 | | | 15,000 | 321,450 |

  35. Grants of Plan-Based Awards

    | (1) Each named executive officer was granted a performance- based restricted share units award under our 2018 Omnibus Incentive Plan covering the target number of shares specified in the table which represents the maximum number of shares that may be earned under the award. The number of shares to be ultimately earned under award is determined based on the level of predetermined financial goals during the performance period from January 1, 2026 to December 31, 2026. The units earned based on performance vest in four equal annual installments over the four-year period of service measured from March 16, 2026, subject to accelerated vesting in the event of a change in control of our company as further described in “Agreements Regarding Employment, Change in Control and Termination of Employment” section below. The minimum number of shares that can be earned under the awards assumes that threshold level has been attained. | | (2) Each named executive officer was granted a time-based restricted share units award under our 2018 Omnibus Incentive Plan. The units vest in four equal annual installments over a four-year period of service measured from March 16, 2026, subject to accelerated vesting in the event of a change in control of our company as further described in “Agreements Regarding Employment, Change in Control and Termination of Employment” section below. | | (3) Reflects the grant-date fair value of the restricted share unit awards as calculated in accordance with FASB ASC Topic 718 without taking into account any estimated forfeitures related to service vesting conditions. For assumptions used in determining such grant date fair value, see Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2026, as filed with the Securities Exchange Commission on August 27, 2026. For the performance-based restricted share unit awards, the grant-date fair value is calculated based on the probable outcome of the attainment of the pre-established performance objectives as of the grant date at target attainment (which is the maximum level of attainment). |

  36. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding equity awards held by the named executive officers as of June 30, 2026.

  37. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | Name | Number of Units of Stock That Have Not Vested (#) | Market Value of Units of Stock That Have Not Vested ($) | Equity Incentive Awards Number of Unearned Units of Stock That Have Not Vested (#) | Equity Incentive Awards Market Value of Unearned Units of Stock That Have Not Vested ($) | | Stephen C. Chang | 14,375(1) | 680,369 | 67,500(8) | 3,194,775 | | | 28,750(2) | 1,360,738 | — | — | | | 50,625(3) | 2,396,081 | — | — | | | 67,500(4) | 3,194,775 | — | — | | | 22,500(5) | 1,064,925 | — | — | | | 28,750(6) | 1,360,738 | — | — | | | 50,625(7) | 2,396,081 | — | — | | Total | 263,125 | 12,453,707 | 67,500 | 3,194,775 | | Yifan Liang | | | | | | | 4,375(1) | 207,069 | 22,500(8) | 1,064,925 | | | 8,750(2) | 414,138 | — | — | | | 16,875(3) | 798,694 | — | — | | | 22,500(4) | 1,064,925 | — | — | | | 22,500(5) | 1,064,925 | — | — | | | 8,750(6) | 414,138 | — | — | | | 16,875(7) | 798,694 | — | — | | | | | — | — | | Total | 100,625 | 4,762,583 | 22,500 | 1,064,925 | | Wenjun Li | 2,500(1) | 118,325 | 10,000(8) | 473,300 | | | 5,000(2) | 236,650 | — | — | | | 7,500(3) | 354,975 | — | — | | | 10,000(4) | 473,300 | — | — | | | 7,500(5) | 354,975 | — | — | | | 5,000(6) | 236,650 | — | — | | | 7,500(7) | 354,975 | — | — | | Total | 45,000 | 2,129,850 | 10,000 | 473,300 | | Bing Xue | 5,000(1) | 236,650 | 15,000(8) | 709,950 | | | 7,500(2) | 354,975 | — | — | | | 11,250(3) | 532,463 | | | | | 15,000(4) | 709,950 | — | — | | | 22,500(5) | 1,064,925 | — | — | | | 7,500(6) | 354,975 | — | — | | | 11,250(7) | 532,463 | — | — | | Total | 80,000 | 3,786,401 | 15,000 | 709,950 |

  38. Outstanding Equity Awards at Fiscal Year End

    | (1) This restricted share unit award vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service measured from the award date on March 15, 2023. | | (2) This restricted share unit award vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service measured from the award date on March 15, 2024. | | (3) This restricted share unit award vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service measured from the award date on March 17, 2025. | | (4) This restricted share unit award vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service measured from the award date on March 16, 2026. | | (5) This restricted share unit award represents the market performance restricted share unit award that was granted in June 2018 (as amended in August 2020) and vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service over the period commencing January 1, 2023 and ending December 31, 2026 with the number of units based on level of attainment of the performance goals measured over the performance period commencing January 1, 2019 and ending December 31, 2022. The performance period for this award was completed on December 31, 2022, and the number of shares subject to the award is based on actual performance attainment at 100% of target. | | (6) This restricted share unit award represents a performance-based award that was granted in March 2024 and vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service measured from March 15, 2024 with the number of units eligible to vest based on the level of attainment of performance goals over the calendar year 2024. The reported number and market value of the shares underlying those unvested units assumes attainment at target level. | | (7) This restricted share unit award represents a performance-based award that was granted in March 2025 and vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service measured from March 17, 2025 with the number of units eligible to vest based on the level of attainment of performance goals over the calendar year 2025. The reported number and market value of the shares underlying those unvested units assumes attainment at target level. | | (8) This restricted share unit award represents a performance-based award that was granted in March 2026 and vests in a series of four (4) successive equal annual installments upon the individual’s completion of each year of service measured from March 16, 2026 with the number of units eligible to vest based on the level of attainment of performance goals over the calendar year 2026. The reported number and market value of the shares underlying those unvested units assumes attainment at target level. |

  39. Option Exercises and Shares Vested

    Option Exercises and Shares Vested The following table provides information regarding option exercises and vesting of awards held by the named executive officers during the fiscal year ended June 30, 2026.

  40. Option Exercises and Shares Vested

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Stephen C. Chang | — | — | 110,462 | 2,349,876 | | Yifan Liang | — | — | 55,886 | 1,180,312 | | Wenjun Li | — | — | 23,548 | 498,859 | | Bing Xue | — | — | 50,152 | 1,062,502 |

  41. Option Exercises and Shares Vested

    (1) The value realized is determined by multiplying (i) the fair market value per common share on the applicable vesting date by (ii) the number of shares which vested on such date.

  42. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not provide a pension plan for our named executive officers, and none of our named executive officers participated in a nonqualified deferred compensation plan during the fiscal year ended June 30, 2026.

  43. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer. For fiscal year 2026, the total annual compensation of our Chief Executive Officer was $3,401,014, and the total annual compensation for our median employee, located in China, was $20,821, resulting in a pay ratio of 163:1. The median employee’s 2026 total compensation was calculated in the same manner as would be required by Item 402(c)(2)(x) of Regulation S-K if the employee was a named executive officer in 2026, and the 2026 annual total compensation of our Chief Executive Officer represents the amount reported in the “Total” column of the Summary Compensation Table. To help understand this disclosure, it is important to provide context to our operations and employee population. Of our total employee population of 2,519 employees based on 2026 data, only 817 employees (i.e. approximately 32%) are located in the U.S. and 68% are located outside the U.S., and 58% of our employees work in China. The majority of the positions in China are hourly direct labor. The median employee is senior accounting clerk at our manufacturing facilities in China who in fiscal year 2026 earned the U.S. dollar equivalent of $20,821, which is competitive pay for this position in China but significantly lower than the salary paid for a similar position in the U.S. Our ratio is thus impacted by our strategy to source our core manufacturing in China. In light of the significant percentage of employees located outside of the U.S., and in the interest of providing additional disclosures that investors and shareholders may find meaningful, we also conducted two supplemental pay ratio calculations based on the same methodology and assumptions used in calculating the pay ratio for the median employee based on the entire employee population, as described below. For the first one, we compared Chief Executive Officer pay with compensation of all our employees other than hourly direct labor employees in China (this alternate group was comprised of 1,709 employees worldwide, including China) which resulted in a median employee with total U.S. dollar equivalent compensation of $62,370 and a pay ratio of 55:1. For the second calculation, we included only our U.S. employees which resulted in a median employee with compensation equal to $109,475 and a pay ratio of 31:1. We used the following methodology and assumptions to identify the median employee and calculate the annual total compensation of the median-paid employee for all three ratios presented herein: •We selected June 30, 2026 as the date on which to determine our median employee. As of that date, we had approximately 2,519 employees, of which approximately 1,702 were located outside the U.S. •SEC regulations allow employers to identify the median based on a “consistently applied compensation measure” (CACM). We used (A) annualized base salary plus (B) overtime pay plus (C) bonus or other incentive compensation for fiscal year ended June 30, 2026 as our CACM because these elements are consistently available across all countries where we have employees. Base pay for hourly employees was calculated based on a reasonable estimate of hours worked (including overtime) in fiscal 2026, and on salary levels for all remaining employees. •We ranked this compensation measure for our employees from lowest to highest. This calculation was performed for all employees except our Chief Executive Officer, whether employed on full-time or part-time basis. We converted amounts paid in foreign currencies to the U.S. dollar based on the exchange rates on June 30, 2026. •As indicated above, we performed two additional calculations: one involved excluding our direct labor employees in China and the second one involved including only our U.S. employees. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee populations and compensation practices, our pay ratio may not be comparable to the pay ratios reported by other companies.

  44. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) as calculated under applicable SEC rules to each of our chief executive officers, also referred to as our principal executive officers (the “PEOs”) and our other named executive officers (the “Non-PEO NEOs”) and certain measures of company performance for the fiscal years listed below. In determining the CAP to our PEOs and the CAP to our Non-PEO NEOs, we are required to make various adjustments to the total compensation amounts that have been reported in the Summary Compensation Table (“SCT”) for each such individual, as the SEC’s valuation methods for this section differ from those required in the SCT. Information regarding the methodology for calculating CAP to our PEO(s) and the CAP to our Non-PEO NEOs, including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the financial performance measures is also presented below. Note that for Non-PEO NEOs, compensation is reported as an average. For information on our compensation philosophy, please see “Compensation Discussion and Analysis.” The compensation setting process for our named executive officers as described therein is done independently from the disclosure requirements shown in this section. Accordingly, the Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Pay Versus Performance Table

  45. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEOs | Compensation Actually Paid to PEOs | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid to Non-PEO NEOs (5) | Value of Initial Fixed $100 (6) | | Net Income (loss) ($ in thousands) | Company Selected Financial Measure ($ in thousands) (8) | | | Stephen C. Chang (1)(2) | Stephen C. Chang (1) (3) | | | Total Shareholder Return | Peer Group Total Shareholder Return (7) | | | | 2026 | 3,401,014 | 10,281,391 | 1,050,559 | 2,670,887 | 156 | 426 | (42,265) | 678,927 | | 2025 | 4,220,819 | 1,806,138 | 1,352,779 | 215,583 | 236 | 278 | (96,976) | 696,162 | | 2024 | 2,969,062 | 2,606,140 | 1,253,874 | 784,275 | 343 | 274 | (11,081) | 657,274 |

  46. PAY VERSUS PERFORMANCE

    | (1) Stephen C. Chang served as the Company’s PEO for the entirety of fiscal years 2026, 2025 and 2024. | | | | | (2) Represents the total compensation reported for each PEO for each corresponding year in the “Total” column of the Summary Compensation Table. | | | | | (3) The dollar amounts reported in this column represent the amount of compensation actually paid to each of our PEOs for the applicable fiscal year, computed in accordance with Item 402(v) of Regulation S-K, which do not reflect the compensation actually earned, realized, or received by our PEOs in the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, we have made certain adjustments to each PEO’s total compensation, as reported in the Summary Compensation Table for each year, to determine the compensation actually paid, and a reconciliation of such adjustments is set forth below under “Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEOs”. | | | | | (4) Represents the average of the amounts reported for the Company’s Non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The Company’s Non-PEO NEOs for each year presented are as follows: | | | | | | 2024 | 2025 | 2026 | | | Yifan Liang | Yifan Liang | Yifan Liang | | | Mike Chang | Mike Chang | Wenjun Li | | | Wenjun Li | Wenjun Li | Bing Xue | | | Bing Xue | Bing Xue | | | (5) The dollar amounts reported in this column is the average compensation actually paid for our Non-PEO NEOs in each applicable year, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, we have made certain adjustment to the average of the Non-PEO NEO’s total compensation, as reported in the Summary Compensation Table for each applicable year, and a reconciliation of such adjustment is set forth below under “Reconciliation to Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs” | | | | | (6) The amounts reported represent the cumulative total shareholder return (“TSR”) calculated in accordance with Item 201(e) of Regulation S-K, assuming an initial fixed investment of $100, and that all dividends, if any, were reinvested. | | | | | (7) The Peer Group consists of the Philadelphia Semiconductor Index, an independently prepared index composed of the 30 largest U.S. companies primarily involved in the design, distribution, manufacture, and sale of semiconductors. | | | | | (8) The metric in this column, the Company’s revenue in the Company’s audited financial statements, in our assessment, represents the most important Company financial performance measure (that is not otherwise disclosed in this table) used to link Compensation Actually Paid to the Company’s performance for our PEOs and Non-PEO NEOs for all years presented. We believe revenue is the most important financial performance measure because as a technology company, our ability to grow and expand our market is a critical element of our success, and our investors and shareholders evaluate our success by the amount of sales we make to customers. Other key financial performance measures linked to executive compensation are described in the section below titled “Financial Performance Measures”. | | | |

  47. PAY VERSUS PERFORMANCE

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEOs

  48. PAY VERSUS PERFORMANCE

    | | Fiscal Year | Fiscal Year | Fiscal Year | | | 2026 ($) | 2025 ($) | 2024 ($) | | | Stephen C. Chang | Stephen C. Chang | Stephen C. Chang | | Summary Compensation Table Total | 3,401,014 | 4,220,819 | 2,969,062 | | Adjustments for Equity Awards | | | | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (2,893,050) | (3,727,350) | (2,478,250) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 6,389,550 | 3,464,100 | 4,297,550 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 3,751,619 | (1,476,479) | 338,404 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (367,742) | (674,952) | (449,306) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | (2,071,320) | | Compensation Actually Paid | 10,281,391 | 1,806,138 | 2,606,140 |

  49. PAY VERSUS PERFORMANCE

    Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs

  50. PAY VERSUS PERFORMANCE

    | | Fiscal Year | Fiscal Year | Fiscal Year | | | 2026 ($) | 2025 ($) | 2024 ($) | | Average of Summary Compensation Table Total | 1,050,559 | 1,352,779 | 1,253,874 | | Adjustments for Equity Awards (The information below represents the average adjustment for Non-PEO NEOs) | | | | | Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (678,617) | (966,350) | (862,000) | | Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 1,498,783 | 898,100 | 1,494,800 | | Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 907,431 | (625,771) | 251,364 | | Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (107,269) | (443,175) | (492,984) | | Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | (860,779) | | Compensation Actually Paid | 2,670,887 | 215,583 | 784,275 |

  51. PAY VERSUS PERFORMANCE

    Relationship Between Compensation Actually Paid and Performance “Compensation Actually Paid”, as calculated in accordance with Item 402(v) of Regulation S-K, reflects adjusted values to unvested and vested equity awards during the years presented based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers, but does not reflect actual amounts paid out for those awards. “Compensation Actually Paid” generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. The following graphs show the relationship between “Compensation Actually Paid” to our PEOs and other Non-PEO NEOs in the years presented and (1) TSR of both our common shares and the Philadelphia Semiconductor Index, (2) our net income, and (3) our company selected financial measure. Financial Performance Measures As described in further detail in this Compensation Discussion and Analysis, our executive compensation program incorporates various financial performance measures. Such measures are used in both our long-term and short-term incentive awards and are selected with the objective of incentivizing our PEOs and Non-PEO NEOs to increase the long-term value of our company for shareholders. The most important financial performance measures used in fiscal year 2026 to link Compensation Actually Paid to our PEO and Non-PEO NEOs to our financial performance are as follows (listed in no particular order of importance):

  52. PAY VERSUS PERFORMANCE

    | Revenue | | EBITDA | | Gross Margin | | Non-GAAP Gross Margin |