DIODES INC DEL
For the period ended May 12, 2025. Filed Apr 2, 2025.
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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.
May 12, 2025 · Filed Apr 2, 2025
Contents
Pay for Performance
The chart below illustrates the relative degree of alignment between the total stockholder return ("TSR," defined as stock price appreciation plus dividends) and the CEO's annual compensation as reported in the Summary Compensation Table for the Company (set forth below) and its 2022 Peer Group (as defined below) for the most recent three-year period available. For further information concerning the 2022 Peer Group, see “Compensation Review Process – Selection of Peer Group.”
33 Diodes Incorporated
The table below illustrates the change in Dr. Lu’s total direct compensation for 2022, 2023, and 2024:
| CEO's Total Direct Compensation | ||||
|---|---|---|---|---|
| 2022 | 2023 | 2024 | 2022 vs 2024 | |
| Base Salary | $757,303 | $805,753 | $740,192 | -2% |
| Bonus | $1,919,501 | $211,905 | $165,269 | -91% |
| RSU's | ||||
| Number of shares | 32,000 | 42,000 | 25,000 | -22% |
| Value/share (closing price on day of grant) | $91.89 | $93.35 | $67.69 | -26% |
| Number of shares | 5,000 | 6,000 | 6,000 | 20% |
| Value/share (closing price on day of grant) | $73.91 | $87.37 | $72.85 | -1% |
| Value | $3,310,030 | $4,444,920 | $2,129,350 | -36% |
| PSU's | ||||
| Number of shares | 32,000 | 42,000 | 25,000 | -22% |
| Value/share (closing price on day of grant) | $91.89 | $93.35 | $67.69 | -26% |
| Value | $2,940,480 | $3,920,700 | $1,692,250 | -42% |
| Total Long-Term Incentive | $6,250,510 | $8,365,620 | $3,821,600 | -39% |
| Other compensation | $118,332 | $100,538 | $96,166 | -19% |
| Total Compensation | $9,045,646 | $9,483,816 | $4,823,227 | -47% |
| Change from previous year | 11.2% | 4.8% | -49.1% | N/A |
Total shareholder return for 2022, 2023, and 2024 was (30.7)%, 5.8%, and (23.4)%, respectively. The decrease in total shareholder return for 2024 reflects the decrease in the Company's stock price from $80.52 per share at December 31, 2023 to $61.67 per share at December 31, 2024.
To evaluate projected compensation levels, the Compensation Committee retained Compensation Advisory Partners (“CP”) in September 2022. In November 2022 CP advised the Compensation Committee as to the composition of the 2022 Peer Group. Then in December 2022 CP compared our 2023 projected executive target compensation to that of our 2022 Peer Group. CP reported directly to the Compensation Committee. The individuals at CP who provided the compensation consulting services to the Compensation Committee provide no other services to the Company or its subsidiaries.
In the December 2022 comparison, CP reviewed the compensation elements and market practices impacting the top eight senior executive positions at the Company. The scope of the review focused on the base salary plus target annual and target long-term incentive compensation levels of the top eight senior executive positions. The report relied on the compensation practices of our 2022 Peer Group. For a description of the 2022 Peer Group, see “Compensation Review Process – Selection of Peer Group” below. The review summarized the executives’ overall percentile alignment for the Company's executives compared to the final blended market data, with target compensation being the primary focus of the study percentile value and derived from base salary, target total cash, 2023 target long-term incentives and total direct compensation at target total cash. The review demonstrated that with some variation by individual, the Company's executives are compensated at the 68th percentile in terms of total direct compensation using target total cash plus 2023 target long-term incentives. The 68th percentile measurement was primarily driven by the long-term performance
34 Diodes Incorporated incentives portion of our executive compensation program. The relative pay rank for our CEO and other executives by type of compensation are detailed in the following chart:
| Pay Rank | |||
| Component of Pay | CEO | Other Executive Officers | Overall |
|---|---|---|---|
| Base salary | 53rd | 24th | 28th |
| Cash compensation (base salary + target bonus) | 39th | 28th | 30th |
| Long-term incentives ("LTI") | 66th | 75th | 74th |
| Total direct compensation (cash compensation + LTI) | 67th | 68th | 68th |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.