Sector: Information Technology
APPLIED OPTOELECTRONICS INC · Meeting: June 4, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors
Che-Wei Lin has served since 2014, brings relevant semiconductor and technology industry experience, meets independence standards, attended at least 75% of meetings, and AAOI's 3-year stock return of +7,550% massively outperforms the peer group median of +79%, so no TSR underperformance trigger applies.
Robert Flanagan is a new nominee with no prior board tenure at AAOI, so the 24-month exemption applies and the TSR trigger cannot fire; he brings 33 years of technology investment banking experience including deep knowledge of optical networking and semiconductor companies, making him qualified for this board.
Both Class I director nominees pass all policy screens: AAOI's extraordinary 3-year total return of over 7,500% dwarfs the peer group median by more than 7,470 percentage points, far exceeding the 50-point underperformance threshold required to trigger a negative vote, so no TSR flag applies to Che-Wei Lin; Robert Flanagan is a new nominee exempt from the TSR trigger and brings relevant financial and industry expertise.
CEO
Chih-Hsiang Thompson Lin
Total Comp
$4,769,014
Prior Support
97.45%%
The prior say-on-pay vote received 97.45% support, well above the 70% threshold that would require a response. CEO total compensation of approximately $4.77 million is reasonable for a company whose market cap has grown to over $12 billion and whose stock returned over 7,500% over three years — the pay level appears conservative relative to the company's dramatic growth in size and shareholder value. Pay structure is strong: roughly 90% of the CEO's target pay is variable and at-risk, with 50% of the long-term equity portion tied to rigorous three-year performance goals (relative TSR versus peers and a stock price hurdle), and the annual cash bonus was earned at just over target based on pre-set operational metrics including revenue, operating income, and design wins — all of which reflects genuine pay-for-performance alignment.
Auditor
Grant Thornton LLP
Tenure
17 yrs
Audit Fees
$1,822,450
Non-Audit Fees
$0
Grant Thornton charged only audit fees in fiscal 2025 with zero non-audit fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Tenure of approximately 17 years (since 2008) is below the 25-year trigger, and the company's market cap of roughly $12.6 billion is large enough that a Big 4 or large national firm would normally be preferred, but Grant Thornton is a large national firm adequate for this size.
This is a straightforward annual meeting ballot for Applied Optoelectronics, a company that has delivered extraordinary shareholder returns — over 7,500% over three years — which eliminates any TSR-based concerns about directors or pay-for-performance alignment. The two director nominees, auditor ratification of Grant Thornton, and say-on-pay all pass policy screens cleanly, with the only non-standard items being a charter clarification amendment, a new equity incentive plan (outside policy scope), and a routine adjournment proposal.
20 companies disclosed in 2026 proxy filing
