APPLIED OPTOELECTRONICS, INC.
For the period ended Jun 4, 2026. Filed Apr 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 24, 2026
Contents
2025 Compensation Program Overview
| 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. | |
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.”
Objectives of our Compensation Program
We have designed our executive compensation program to achieve the following primary objectives:
Management Development and Continuity. Provide compensation and benefit levels that will attract, retain, motivate, and reward a highly talented team of executive officers within the context of responsible cost management;
Pay-for-Performance. Establish a direct link between our financial and operational results and strategic objectives and the compensation of our executive officers; and
Long-Term Focus on Stockholder Value. Align the interests and objectives of our executive officers with those of our stockholders by linking the long-term incentive compensation opportunities to stockholder value creation and their cash incentives to our annual performance.
2025 Compensation Program Overview
The compensation committee took the following key actions with respect to the compensation of our NEOs for 2025, mindful of the need to balance rigorous pay-for-performance with the need to retain our critical talent:
| Compensation Element | | | Weighting | | | Details | | |||
|---|---|---|---|---|---|---|---|---|---|---|
| Base Salary | | | CEO | | | NEOs | | | Following the annual pay study of the compensation of executive officers in comparable positions at the companies in our peer group, which showed that the base salaries of our executive officers were positioned below the median of the peer group, the Committee approved annual base salary increases in a range between 16% to 22% (which percentage, solely with respect to Mr. Yeh, is calculated based on his base salary as denominated in NTD (New Taiwan dollars) and RMB (Chinese Yuan Renminbi) on the date the increase was approved). | |
| | | | | | | |||||
| Annual Cash Bonuses | | | | | | | Effective for 2025, the compensation committee increased target bonus opportunities for named executive officers by 20 to 25 percentage points to more closely align bonus opportunities with the competitive market based on the updated peer group. In calibrating the 2025 bonus program, the compensation committee established three goals tied to critical business objectives that were rigorous, aggressive, and challenging. Achievement of these targets was deemed most critical for 2025 by the Board. | | ||
| Long-Term Equity Incentive Compensation | | | | | | | Established performance-based and time-based equity grants. The performance-based awards have a minimum, reduced, target and maximum award levels for each of our executive officers based on a dollar value with performance goals based on the attainment of a stock price hurdle and relative TSR over a three-year period compared to the Company’s peer group. | | ||
| | | | » 29 « | | | 2026 Proxy Statement | |
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