Applied Optoelectronics, Inc. (NASDAQ:AAOI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Cash Bonus Awards for Named Executive
Officers
On February21, 2017, the Compensation Committee (the Committee)
of the Board of Directors (the Board) of Applied Optoelectronics,
Inc. (the Company) approved cash bonus payments to the Applied
Optoelectronics, Inc. Executive and Key Employee Bonus Plan and
performance goals established by the Compensation Committee for
fiscal year 2016 (collectively, the 2016 cash incentive plan).
The Committee approved the following plan-based cash bonuses for
the Companys principal executive officer, principal financial
officer and one other named executive officer under the 2016 cash
incentive plan:
| Title | Name | 2016 Bonus Amount |
| President and Chief Executive Officer | Chih-Hsiang (Thompson) Lin | $332,567 |
| Chief Financial Officer and Chief Strategy Officer | Stefan J. Murry | $137,316 |
| Senior Vice President of Optical Module Division | Hung-Lun (Fred) Chang | $116,512 |
Such bonuses are expected to be paid consistent with, and at the
same time as, other bonuses paid under the Companys 2016 cash
incentive plan.
2017 Salaries
On February21, 2017, the Committee approved increased base
salaries for the Companys principal executive officer, principal
financial officer and one other named executive officer, each
effective as of March 1, 2017 as follows:
| Title | Name | Prior Base Salary | 2017 Base Salary |
| President and Chief Executive Officer | Chih-Hsiang (Thompson) Lin | $420,085 | $462,094 |
| Chief Financial Officer and Chief Strategy Officer | Stefan J. Murry | $279,287 | $296,044 |
| Senior Vice President of Optical Module Division | Hung-Lun (Fred) Chang | $221,927 | $251,887 |
2017 Cash Incentive Plan
On February21, 2017, the Committee also approved performance
goals and payout formulas for fiscal year 2017 consistent with
the Companys Executive and Key Employee Bonus Plan (collectively,
the 2017 cash incentive plan). The 2017 cash incentive plan
provides for the payment of cash bonuses to certain of the
Companys executive officers based on performance measures and
payout formulas determined by the Committee and targets for each
performance measure established by the Committee. to the 2017
cash incentive plan, each of the Companys named executive
officers has been assigned threshold, target and maximum bonus
amounts. The threshold, target and maximum bonuses as a
percentage of the 2017 base salary for the Companys principal
executive officer, principal financial officer and one other
named executive officer are as follow:
| Title | Name | Threshold (percentage of base salary) | Target (percentage of base salary) | Maximum (percentage of base salary) |
| President and Chief Executive Officer | Chih-Hsiang (Thompson) Lin | 29.2% | 58.3% | 87.5% |
| Chief Financial Officer and Chief Strategy Officer | Stefan J. Murry | 16.7% | 33.3% | 50.0% |
| Senior Vice President of Optical Module Division | Hung-Lun (Fred) Chang | 16.7% | 33.3% | 50.0% |
Actual bonus amounts paid to the named executive officers may be
more or less than the target bonus amounts. The Committee has the
discretion to award bonus amounts that differ for attainment of
performance goals that fall above or below the specified goals.
For each named executive officer participating in the 2017 cash
incentive plan, the total bonus opportunity will be determined by
the achievement corporate performance measures based on revenue
and non-GAAP operating income before incentive cash bonus and
related tax (Operating Income), with each measure being weighted
50% when calculating the payout amounts.
The payments for achievement of each corporate performance
measure are subject to certain thresholds. The Company must meet
minimum thresholds for each corporate performance measure in
order for the executive officers to receive the portion of the
target bonus attributable to such corporate performance measure.
No incentive payment may be earned for performance below the
threshold and the maximum bonus may be earned at the target
maximum. The range and target for each component are set forth
below:
| Performance Goal | % of Revenue Component Attained | % of Operating Income Attained |
| Threshold | 90% | 83% |
| Target | 100% | 100% |
| Maximum | 105% | 108% |
About Applied Optoelectronics, Inc. (NASDAQ:AAOI)
Applied Optoelectronics, Inc. is a vertically integrated provider of fiber-optic networking products. The Company offers its products for approximately three networking end markets, such as Internet data center; cable television (CATV), and fiber-to-the-home (FTTH). The Company designs and manufactures a range of optical communications products at varying levels of integration, from components, subassemblies and modules to turnkey equipment. The Company’s customers in the Internet data center market include Internet-based (Web 2.0) data center operators, to whom it supplies optical transceivers that plug into switches and servers within the data center, and allow these network devices to send and receive data over fiber optic cables. To the CATV market, it supplies a range of products, including lasers, transmitters and turnkey equipment, as well as headend, node and distribution equipment. Its manufacturing sites are located at Sugar Land, Texas; Ningbo, China, and Taipei, Taiwan. Applied Optoelectronics, Inc. (NASDAQ:AAOI) Recent Trading Information
Applied Optoelectronics, Inc. (NASDAQ:AAOI) closed its last trading session up +0.35 at 37.47 with 1,023,358 shares trading hands.
